The necessity for registration is omitted for order placement or general utilization of our platform. Certain areas of our platform enhance user experience by offering advanced services through a secure login system, which encompasses, but is not limited to, our specialized Web Services Applications.

User identification, comprised of a username and password, is hereby termed as "Credentials". These Credentials must be truthful, up-to-date, and comprehensive; the creation of deceptive accounts under false pretenses or impersonating others is strictly prohibited. The safeguarding of your Credentials falls under your responsibility. It's imperative that your Credentials are utilized solely by you or individuals you authorize, ensuring accountability for all activities conducted under your Credentials on our platform. We advocate for logging out and closing your browser upon completing your session to deter unauthorized access to your Credentials. Partners IT Group reserves the right to oversee Credential usage and may request modifications at its discretion. Should you suspect any compromise or unauthorized usage of your Credentials, promptly inform Partners IT Group at our designated support email. It's crucial to acknowledge that no digital platform can guarantee absolute security; hence, any transmission or storage of personal data on our website is conducted at your own discretion and risk.

The platform and all its services, including but not limited to, the web services applications, software, data, proprietary databases, digital and printed documentation, and all forms of content experienced through the platform, collectively known as "Content," are safeguarded under U.S. and international laws related to copyright, trademarks, and other proprietary rights. This Content is the property of Partners IT Group, our associates, licensors, suppliers, or other third parties.

Under the terms outlined in this document, except for certain software and web services applications, Partners IT Group grants you a personal, revocable, non-exclusive, and non-transferable license to access the platform and its services, and to download, print, and store parts of the Content. This license does not confer any ownership, copyright, or interest in any accessed or downloaded Content. Partners IT Group retains all intellectual property rights to any Content accessed or downloaded from the platform, as outlined in this limited license.

Software available for download from the platform or for direct use on the platform, excluding software that may be provided by end-users through a Communication Service ("Software"), and the web services applications are copyrighted works of Partners IT Group and/or its suppliers or third parties. They may also be protected by patents, trademarks, trade secrets, or other proprietary rights. Your use of the Software and web services applications is subject to the terms of any applicable end-user license agreements ("License Agreement") that accompany or are included with the Software and web services applications. You are not permitted to install, access, or use any Software or web services applications accompanied by or including a License Agreement unless you first agree to the terms of the License Agreement. For any Software or web services applications not accompanied by a License Agreement, Partners IT Group grants you, where legally permissible and authorized, a revocable, personal, non-transferable license to use the Software or the web services applications solely for accessing and using the platform in accordance with these Terms of Use. Any third-party notices that accompany the Software or web services applications are provided solely for informational purposes.

No additional rights or licenses, whether express or implied, including, without limitation, any implied patent licenses, are granted by Partners IT Group. Unauthorized reproduction or redistribution of the Software is strictly prohibited by law and may lead to severe civil and criminal penalties. Violators will be prosecuted to the fullest extent of the law. All licenses granted are subject to the following restrictions: (a) the Content may only be used for your own internal business purposes or for personal, non-commercial use; (b) you may not copy or post the Content on any network computer or broadcast it in any media; (c) you may not modify, translate, decompile, disassemble, reverse engineer, or alter the platform or the Content in any way, nor may you remove or alter any copyright, trademark, or other proprietary notices. COPYING OR REPRODUCTION OF THE SOFTWARE OR WEB SERVICES APPLICATIONS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS STRICTLY FORBIDDEN. You acknowledge that the Software, web services applications, and any accompanying documentation and/or technical information are subject to the export control laws and regulations of the United States of America. You agree not to export or re-export the Software, directly or indirectly, to any countries that are under U.S. export restrictions.

The use of any trademarks or logos appearing on the platform without express written consent from the trademark owner is prohibited, except as allowed by law.

Partners IT Group reserves the right to restrict or limit your access to the platform and its services at any discretion.

The use of automated means, such as robots, scrapers, spiders, to access or collect Content from the platform is prohibited, as is mirroring, co-branding, or framing any part of the platform on another website or web page. "Co-branding" refers to displaying a name, logo, trademark, or other identifiers in a way that could mislead users into thinking that there is a right to display, publish, or distribute the platform or its Content. Deep linking to the platform without written permission from Partners IT Group is not allowed, to ensure fair use and respect for the intellectual property contained within. This prohibition does not aim to limit the individual, non-commercial activities.

Partners IT Group and its respective suppliers offer the platform, its services, and all content as-is, without any representation or warranty, express or implied, statutory or otherwise, concerning the platform, services, or content. Specifically disclaimed are all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The software and web services applications provided through the platform are warranted, if at all, only under the terms of any applicable license agreements, and not by these Terms of Use. We do not guarantee the uninterrupted, timely, secure, or error-free operation of the platform or its services, nor the correction of defects within the platform or services. The accuracy, completeness, or correction of errors in the content is not warranted by Partners IT Group or its suppliers. The platform, along with all services and content, is provided on an "as-available" basis. Partners IT Group and its suppliers shall not be responsible for unauthorized access to or alteration of your data transmissions, any material sent or not received, or any transactions made through the platform. We are also not responsible for content delivered through the platform by any third party. Advice or information obtained through the platform should not be relied upon for personal, medical, legal, or financial decisions without consulting a qualified professional for tailored advice. Certain jurisdictions may not permit the exclusion of some warranties, such as implied warranties, meaning these exclusions may not apply to you.

Refer to the Conditions of Order for comprehensive warranty information related to products, including any Chip Outpost products.

a. Technical Consulting Services: Partners IT Group offers its technical consulting services purely as a convenience for its clients. Our team endeavors to deliver pertinent information about our offerings. However, Partners IT Group cannot assure the accuracy, completeness, or correctness of any given advice or information and disclaims all liability regarding such information or advice. The responsibility to evaluate the relevance and accuracy of any advice or information provided by our technical consulting staff, or any other representatives of Partners IT Group, rests solely with you. Any reliance on such information or advice is at your own risk. It is understood that Partners IT Group may share similar insights or advice with other clients. Recommendations or alternative solutions regarding products are merely suggestions and Partners IT Group does not guarantee their accuracy or completeness.

b. Error Corrections: The content on our platform may include errors, inaccuracies, or may not be up-to-date. Partners IT Group reserves the right to correct any errors, inaccuracies, or omissions and to modify or update content at any time without prior notice. However, Partners IT Group does not commit to ensuring all errors, inaccuracies, or omissions will be addressed or obligated to undertake such corrections.

c. External Links and Promotions: Links to third-party websites or information do not imply endorsement, sponsorship, or recommendation by Partners IT Group. You acknowledge that Partners IT Group is not responsible for the availability or content of these external sites, nor does it endorse, warrant, or take responsibility for them. Decisions regarding interaction or communication with any external website are yours alone.

Interactions or dealings with third parties found on or through our platform, including the delivery and payment of goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the third party. Partners IT Group is not responsible for any aspect of such dealings or promotions.

d. Geographic Use Restrictions: While our platform is globally accessible, not all products or services may be available to all individuals or in all locations. Partners IT Group reserves the right to limit the availability of its products and services to any person, geographic area, or jurisdiction, and to limit the quantities provided. You are expected to adhere to all relevant laws and local regulations regarding online conduct and content.

e. Color Representation: Partners IT Group strives to accurately represent product colors on the platform. However, the actual color seen can be affected by various factors, including your device's display settings. Therefore, Partners IT Group cannot guarantee that the color seen on your screen accurately reflects the product's true color.

Under no circumstances shall Partners IT Group or its affiliates be held responsible to you or any third party for any direct, indirect, incidental, special, consequential, punitive, or exemplary losses or damages, including but not limited to lost profits, lost savings, or business interruption, resulting from: (a) the utilization or inability to utilize the platform, its services, or any content provided; (b) any transactions or interactions facilitated or conducted through the platform; (c) any errors, omissions, or inaccuracies found within the platform, its services, or any provided content; (d) unauthorized access or alterations to your data or transmissions; (e) the actions or statements of any external party within or regarding the platform or its services; or (f) any other aspect related to the platform, its services, or content provided, even if Partners IT Group or its affiliates have been advised of the possibility of such damages. Notwithstanding the aforementioned, the total liability of Partners IT Group and its affiliates relating to the platform, services, or any content shall not exceed $100 or the smallest amount permitted by applicable law, whichever is greater, regardless of the legal basis of the claim, be it contract, tort, warranty, or otherwise.

If the platform, its services, or any content fails to meet your expectations, your sole remedy is to cease using the platform, its services, and the content provided therein.

You must initiate any legal action against Partners IT Group or its affiliates concerning the platform, its services, or content within one (1) year from the occurrence of the claim.

It's important to note that some jurisdictions, including New Jersey for consumers, may not permit the exclusion or limitation of incidental or consequential damages. Therefore, the aforementioned limitations may not apply to you but will be enforced to the fullest extent permitted by law.

Refer to the Conditions of Order for comprehensive information on liability limitations concerning products, including any exceptions.

By engaging with this platform, you acknowledge and accept personal responsibility for your use and interpretation of the information, advice, and content provided here, including input from our applications engineering team and any content you contribute. You commit to safeguarding Partners IT Group, along with our collaborators, affiliates, content creators, and service providers, against any legal claims, financial losses, damages, or costs arising from your actions on this platform. This includes, but is not limited to, any misuse, unauthorized use, or your reliance on the information provided, as well as any breach of our terms of use. Your agreement covers a broad spectrum of potential liabilities, ensuring protection against direct, indirect, and any consequential repercussions that may emerge from your interaction with our site and services. This commitment extends to bearing the cost of legal defenses and any damages awarded, ensuring that Partners IT Group and its associated entities remain unharmed by disputes or liabilities stemming from your use of our platform.

Your interaction with this platform must not undermine its security nor tamper with its systems or user accounts. The deployment of tools aimed at breaching security, such as password guessing, the use of cracking software, or network scanning tools, is categorically forbidden. To ensure adherence to our usage policies, your activity on this site may be under surveillance. Should you be implicated or suspected of contravening these policies, we reserve the right to conduct investigations and, if necessary, share information about your violations with law enforcement, investigative entities, or other platform users to aid in resolving security breaches.

You are obligated to use this platform in a manner that respects all legal boundaries, does not violate intellectual property rights, or encroach on the rights of third parties. Any actions that unduly burden the platform’s infrastructure or attempt to disrupt the platform’s operations, or evade any measures we employ to limit access, are strictly prohibited.

We are committed to collaborating with legal authorities or complying with court orders that necessitate the revelation of identities of individuals breaching the platform’s security protocols or violating these terms.

Our platform is equipped with various communication and collaboration tools, including bulletin boards, chat rooms, forums, community spaces, personal web pages, project management tools, and calendars, collectively known as "Communication Services." These services are designed to facilitate interaction either publicly or within specific groups. When utilizing these Communication Services, you are expected to share messages and materials that are relevant and appropriate to the specific service in use.

In using these Communication Services, you must not:

• Engage in defamation, abuse, harassment, stalking, threats, or any behavior that infringes on the rights of others, including actions that promote discrimination, hate, or violence against individuals or groups based on race, ethnicity, gender, sexual orientation, disability, age, religion, or nationality, or that insult victims of crimes against humanity by denying such crimes.
• Share any content that is inappropriate, offensive, defamatory, obscene, indecent, or illegal.
• Upload or share files that contain images, software, or other materials that violate intellectual property rights, privacy rights, or any other proprietary rights of any party.
• Distribute files that contain viruses, malware, or other harmful software that could disrupt or damage the operation of others' computers or the platform.
• Use the platform to infringe on the intellectual property rights, privacy rights, or any other rights of any party.
• Advertise or offer to sell or buy goods or services for business purposes, unless permitted by the specific Communication Service.
• Participate in or forward surveys, contests, pyramid schemes, or chain letters that are not authorized by the platform.
• Download files shared by others that you know, or should know, cannot be legally distributed.
• Falsify or delete any author attributions, legal notices, or other proprietary designations in shared files.
• Inhibit others' use and enjoyment of the Communication Services.
• Disregard any guidelines or codes of conduct applicable to any Communication Service.
• Collect information about others, including email addresses, without their consent.
• Violate any applicable laws or regulations, or create false identities to mislead others.

While we do not obligate ourselves to monitor the Communication Services, we reserve the right to review, remove, or edit content at our discretion, terminate access to the platform or any Communication Services, and disclose any information as necessary to comply with laws, regulations, or government requests. Exercise caution when sharing personally identifying information in any Communication Service. We do not endorse content within these services and disclaim liability for your participation and any consequences thereof. You are responsible for adhering to any restrictions on the usage, reproduction, or dissemination of uploaded materials.

When you or other users contribute materials to our platform—be it text, images, photographs, software code, design files, or any other type of material ("Contributions")—we recognize and respect your ownership of these contributions. However, by sharing, uploading, or submitting your Contributions, you grant us, our affiliates, and our licensees a global, perpetual, irrevocable, royalty-free license to utilize your Contributions. This encompasses the rights to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, and create derivative works from your Contributions across any media, known or yet to be developed, without any obligations to you, including the right to use your name, likeness, or any pseudonym you associate with your Contributions.

While your Contributions may be governed by specific usage, reproduction, and dissemination restrictions, it is your responsibility to set and adhere to such limitations, ensuring they do not conflict with these Terms of Use.

We offer no compensation for the use of your Contributions as outlined herein. We are not obligated to post, utilize, or maintain any Contribution you provide and may remove any Contributions at our discretion.

By sharing your Contributions, you affirm that they comply with all relevant laws and that you possess all necessary rights to your Contributions, including the authority to grant this license. You assure that your Contributions do not infringe on any rights, including copyright, trademarks, patents, privacy rights, or any other intellectual property or proprietary rights.

Furthermore, you declare that your Contributions:

• Are not classified as "defense articles" or "defense services" under the International Traffic in Arms Regulations ("ITAR"), 22 CFR Parts 120-130, and do not fall under ITAR restrictions or the jurisdiction of the U.S. Department of State's Directorate of Defense Trade Controls ("DDTC");
• If applicable, have been accurately classified under the correct Export Control Classification Number ("ECCN") as per the Export Administration Regulations, 15 CFR Parts 730-774;
• Are truthful and accurate to the best of your knowledge.

According to Title 17, United States Code, Section 512(c)(2), claims of copyright infringement should be directed to the designated agent listed below. Please note, this process is strictly for copyright infringement claims; all other inquiries will not be addressed through this channel.

Designated Agent for Copyright Infringement Claims:

• Service Provider: Partners IT Group
• Designated Agent: Anthony Sepulveda
• Address for Notices: 34 NE Main St. Simpsonville, SC 29681
• Telephone: (864) 670-0992
• Fax: [Fax Number]
• Email: claims@partnersitgroup.com

To File a Claim, Your Notification Must Include:

1. A signature (physical or electronic) of the person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material claimed to be infringing, with enough detail for us to locate it on the site;
4. Your contact information, including address, telephone number, and, if available, an email address;
5. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement, under penalty of perjury, that the above information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Upon Receiving a Valid Infringement Notification:

• The material will be removed or access to it disabled by the service provider;
• The service provider will notify the individual responsible for the content, allowing them an opportunity to respond.

Counter Notification Process:

If you believe your content was wrongly removed, you may submit a counter-notification containing:

1. Your signature (physical or electronic);
2. Identification of the material removed and its location before removal;
3. A statement under penalty of perjury that the material was removed by mistake or misidentification;
4. Your name, address, and telephone number, agreeing to the jurisdiction of the federal court for the district where you reside, or if outside the U.S., for any district in which the service provider may be found, and that you will accept service of process from the person who provided the original infringement notification or their agent.

Following a Counter Notification:

• The service provider will promptly inform the original claiming party of the counter-notification and will restore the material within 10 to 14 business days unless the service provider receives notice from the claimant initiating legal action to prevent the alleged infringement.

You are bound to maintain the secrecy of any proprietary or confidential information shared by Partners IT Group, herein referred to as "Partners IT Group Confidential Information." This encompasses all non-public data shared through our web services, platform, or any software, identified explicitly as confidential or which, by the nature of the information or the circumstances of its disclosure, should reasonably be considered confidential. You are prohibited from using, or permitting the use of, Partners IT Group Confidential Information beyond what is explicitly allowed under these terms. This includes, but is not limited to, sensitive details regarding Partners IT Group's or its business partners' sales, profit margins, technological innovations, customer databases, strategic plans, marketing strategies, financial data, or any insights gained from participating in beta tests or accessing beta test products.

Exceptions to this confidentiality obligation include scenarios where the information has entered the public domain without a breach of these terms on your part, instances where you had prior knowledge of the information as demonstrated through documentation, information received from a third party who obtained it without breaching any legal or ethical standards, or information you developed independently without relying on Partners IT Group Confidential Information.

These Terms of Use shall be governed by the laws of the State of South Carolina, United States, without giving effect to any principles that may provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods, its Limitation Period counterpart, and the Uniform Computer Information Transactions Act, along with their international and subsequent modifications, shall not govern these Terms of Use. Any dispute, controversy, or claim arising out of, or in relation to, these Terms of Use, including the validity, invalidity, breach, or termination thereof, or your use of the Site, Services, or Content, will be resolved through binding arbitration conducted by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules. You explicitly waive any right to a jury trial for any such dispute. Arbitration will be conducted in English by a single arbitrator selected in accordance with AAA rules and will take place in Greenville, South Carolina, unless otherwise agreed upon. The arbitrator's decision will be final and binding, and may be entered as a judgment in any competent court. Notwithstanding the above, Partners IT Group reserves the right to seek injunctive relief or other equitable remedies from any court of competent jurisdiction to protect its intellectual property or confidential information, or to prevent unauthorized use or disclosure. By agreeing to these Terms of Use, you consent to the jurisdiction and venue of the state and federal courts in Greenville, South Carolina for such purposes. You acknowledge the unique nature of the Partners IT Group's rights in its intellectual property and confidential information, acknowledging that unauthorized use or loss may cause irreparable harm not easily compensated by monetary damages.

Alongside these Terms of Use, additional conditions may be introduced as part of extended Services or specific Content offered on the Site. Such additional terms will apply to the relevant Services or Content, except where they conflict with these Terms of Use, in which case these Terms of Use will prevail. This document embodies the complete agreement between the parties regarding its subject matter. No failure or delay by Partners IT Group in enforcing any right or provision hereunder shall be considered a waiver of such or any other right or provision. Should any provision of these Terms of Use be deemed unenforceable or invalid by a competent authority, such determination will not affect the remaining provisions, which will continue in full effect. An authority may modify any unenforceable or invalid provision to reflect the parties' intention as closely as possible, thereby keeping it valid and enforceable. You may not assign or transfer any rights, duties, agreements, or obligations under these Terms without explicit written consent from Partners IT Group. These Terms of Use, including the Site, Services, and Content, do not forge any form of joint venture, partnership, employment, or agency relationship between you and Partners IT Group or its affiliates. All commitments, rights, terms, and conditions herein shall benefit solely the involved parties and their authorized successors and assignees.

Partners IT Group reserves the authority to amend the Terms of Use at any time without prior notification. These amendments may affect, among other things, any fees related to accessing and utilizing the Site or specific parts thereof, including but not limited to the TechXchange website, Project Sites, or eewiki.net website. You are obliged to review the Terms of Use before engaging with any section of the Site or any software, program, or Services provided on the Site. By continuing your use of the Site, its Services, or its Content following any updates to these Terms of Use, you acknowledge your acceptance of the revised terms. Any modifications to these Terms of Use will be indicated in the "Date of Last Modification" section. Upon registering for specific features on the Site, you automatically consent to receiving emails from Partners IT Group, which may include notifications about updates to these Terms of Use or other policies. You have the option to opt-out of receiving these emails. Regardless of any terms to the contrary, Partners IT Group has the discretion to modify these Terms of Use, and such modifications will be binding on both you and Partners IT Group.

Dominant Language
The English version of these Terms and Conditions will supersede any discrepancies found between the English version and any translations.

© 2023, Partners IT Group. All rights reserved.

Upon placing an order, we reserve the right to confirm the details of your payment method, shipping address, and any applicable tax exemption ID before we proceed with the order. Your placement of an order is considered your agreement to purchase under these Order Conditions, specifying the items you wish to buy. At our discretion, we may either proceed to process your payment and dispatch the item(s) or choose not to fulfill your order or any part thereof for any reason. Should your order not be accepted, we will make an effort to inform you via the email address or other provided contact details. Please note, the delivery dates mentioned at the time of ordering are approximate and not guaranteed. For clarification, "Products" encompasses both goods and services available through our marketplace program.

We reserve the right to restrict or cancel the quantities of products available for purchase on any order for any reason and to modify the availability or duration of any promotional offers at any time. We may also refuse any order in whole or in part at our discretion.

Upon placing an order through our website, it's mandatory to supply a valid email address for us to send updates regarding your order status, notify you about backordered items, and share other relevant information or alerts tied to your purchase. You acknowledge that we bear no liability for any losses or missed information due to inaccurate email details provided, or any malfunctions in your email system, including spam filters, which might block our communications.

We strive to ensure the information on our products and their pricing is up-to-date and precise. However, we cannot fully guarantee the accuracy or completeness of this information. We depend on the initial manufacturer or their authorized resellers to issue any necessary warnings about the product use or any contained chemicals, including those mandated by California's Safe Drinking Water and Toxic Enforcement Act (Proposition 65). Product details and pricing are liable to adjustments without prior notification. Should we identify a significant error concerning a product's description, availability, or pricing that impacts your current order, we will inform you about the correct details. You then have the option to proceed with the corrected information or cancel your order. For cancelled orders where payment has been processed, a refund will be issued to your credit card. All listed prices are in U.S. dollars. We are not accountable for any pricing or typographical mistakes in our offerings and reserve the right to void any transactions that result from such discrepancies.

For customers in the United States: Our platform supports various payment methods, including checks, MasterCard, VISA, American Express, Discover, PayPal, and wire transfers. Please ensure payments are made in the currency specified at the time of your order.

For international customers: Our services extend to accepting MasterCard, VISA, American Express, Discover, PayPal, wire transfers, and cashier's checks in U.S. dollars. Please note, personal checks or certified personal checks are not accepted.

Shipping from Our Warehouse: Unless stated otherwise, customers are responsible for shipping or freight charges and insurance. All sales are conducted FOB from our warehouse in Thief River Falls, MN, USA, unless directly shipped from a supplier. Shipping or freight charges originating from our warehouse are prepaid and added to your invoice, and can be billed collect or to a third party.

• For orders paid by check or money order within the U.S. and Canada, we cover all shipping and insurance costs, selecting the shipping method at our discretion.

Direct Shipments from Suppliers: Unless the site specifies differently, shipping costs are borne by the customer, adhering to CPT terms (INCOTERMS 2020). Shipping or freight charges from the supplier's location are prepaid and added to the invoice. You are also responsible for all import licenses, duties, tariffs, taxes, and brokerage fees.

Oversized or Heavy Shipments: Orders exceeding standard weight or size may incur additional charges. We will inform you of any such charges before shipping.

International Orders: Shipping options vary based on the destination country. Unless otherwise specified, shipping costs are prepaid and added to your order, with all import licenses, duties, tariffs, taxes, and brokerage fees being the customer's responsibility. Please refer to our site for international shipping rates.

We do not impose a minimum order requirement or handling fees on any order.

The prices displayed on our website do not include any federal, state, local, or other governmental taxes or charges. When applicable, these taxes and charges will be listed separately on your invoice and are your responsibility to pay. We operate under the assumption that all applicable taxes and charges will be added to your order as mandated by law. We collect sales tax unless we have your valid sales tax exemption certificate on record. Unfortunately, we cannot issue refunds for tax amounts collected without a valid exemption certificate. Should you submit an exemption certificate that is subsequently rejected by any authority, and we are compelled to pay tax on your behalf, you agree to reimburse us for the tax paid plus any associated penalties, charges, and reasonable costs. To submit your resale certificate and customer number, please direct them to our Sales Tax department via fax or email, as provided.

Please refer to this website to access necessary state tax forms.

Late Payments and Returned Checks: You agree to reimburse Partners IT Group, LLC for all expenses incurred due to collecting any returned check or overdue payment from you, which includes, but is not limited to, court fees, collection charges, and attorney fees. If a check you issue is not honored by the bank or financial institution for any reason, you will be obligated to pay a service fee of $40.00 to Partners IT Group, LLC, applicable when the check is not subject to redeposit.

Should a product you request be unavailable at the time of your order, you have the option to request shipment on a later date. Unless specified differently on our website, extra shipping fees will be charged for each delivery. Some products might qualify for backordering and, if offered, will be managed according to your specifications. This particular clause does not extend to items marked as Chip Outpost Products, which are governed by distinct rules found in Sections 14 and 16 of these Conditions of Order.

Should any product you've ordered be unavailable at the time of purchase, you have the option to request its delivery at a later date. Unless stated otherwise on our website, extra shipping fees will be applicable for each separate delivery. We can accommodate backorders for certain items upon your request. Please note that this policy does not cover products categorized under specific programs or categories, as detailed in subsequent sections of our terms (refer to Sections 15 and 17 for details on such products).

Our company is open to accepting orders from across the globe, including the United States and its territories. It's important to note, however, that not all products may be eligible for international shipping. Every order that originates from or is destined for international locations is governed by the export control laws, restrictions, regulations, and orders of the United States. As our customer, you are obligated to abide by all relevant export control laws, restrictions, regulations, and orders of the United States or any applicable foreign jurisdictions. This includes adherence to the Export Administration Regulations overseen by the Bureau of Industry and Security, U.S. Department of Commerce, Foreign Trade Regulations by the Census Bureau, the U.S. Department of Treasury, and sanctions and regulations managed by the Office of Foreign Assets Control. You are prohibited from selling, exporting, transferring, transshipping, assigning, using, or disposing of our products in any manner that could result in a violation of these laws, restrictions, regulations, and orders. You bear the responsibility for securing any licenses or official authorizations required for the export, re-export, or import of our products. This includes complying with all laws and regulations pertaining to export, re-export, or import to any restricted or prohibited entities as defined by U.S. export control or sanctions laws. The products we supply are controlled by the U.S. Government and are only authorized for export to the designated final destination for use by the specified ultimate consignee or end-user(s). Reselling, transferring, or any other form of disposal of these products to any other country or individual other than the authorized ultimate consignee or end-user(s), in their original form or after incorporation into other items, is strictly prohibited without prior approval from the U.S. Government or as permitted under U.S. law and regulations.

Should you receive items that have suffered damage during shipping, it's critical to retain the shipping container, all packing materials, and the damaged items themselves. Promptly reach out to a customer service representative from our team to begin the claims process.

We accept product returns subject to the conditions outlined in this section. We will replace the product or refund your purchase based on your preference. Products bought from third-party vendors not directly through us are not eligible for return, refund, or exchange.

To process returns efficiently:

• Secure a Returned Merchandise Authorization (“RMA”) number before returning any products.
• Returns not related to manufacturer warranties must occur within sixty (60) days from the invoice date, include the original invoice number, a brief explanation for the return, and must be in original packaging and resalable condition.
• Certain products shipped directly from suppliers require returning to them after getting an RMA number from us. Follow the provided instructions for returns.
• All returned Electrostatic Discharge (“ESD”) sensitive devices will undergo inspection based on ESD guidelines. Improperly handled ESD products will not be eligible for credit or refund.
• Return shipping charges must be prepaid unless it’s deducted from your invoice credit as specified in the RMA process.
• Products returned due to customer error may incur a restocking fee.
• Products ordered specifically for you from the manufacturer may be non-cancellable/non-returnable.
• "Non-Cancellable/Non-Returnable" items specified at the time of quote or sale, including certain Chip Outpost Products, are not returnable except under the Chip Outpost Limited Warranty.
• Returns under manufacturer warranties adhere to the manufacturer's warranty terms and return policies.
• By returning any product, you certify it was purchased from us, is not counterfeit or non-conforming. Counterfeit products are ineligible for return, refund, or exchange. We may test returned products to verify authenticity and compliance. Counterfeit or non-conforming returns may be reported, quarantined, or destroyed per legal and policy requirements, and you may be responsible for related costs and damages.

Ensure compliance with our return policy to facilitate a smooth process for any returns or warranty claims.

Chip Outpost products represent surplus stock, encompassing electronic components directly from suppliers or through authorized returns from franchised distributors. While we believe Chip Outpost items are of high quality, they might feature imperfections such as older date codes or may have been discontinued or obsoleted by the manufacturer. Availability of these products is limited, and they cannot be backordered. Manufacturer warranties are not applicable to Chip Outpost items. All purchases of Chip Outpost products are final and non-refundable. When you buy a product classified as a Chip Outpost item, you acknowledge that these items are acquired on a non-cancellable/non-returnable basis, making your purchase final except under the terms of the Chip Outpost Limited Warranty (referenced in a later section).

Our company distributes products produced by various manufacturers. We do not conduct tests on products to verify their compliance with manufacturer specifications, nor do we claim or suggest the fitness or appropriateness of products for any specific purposes, regardless of whether such purposes have been communicated to us. As a buyer, you affirm and guarantee to us that you bear the sole responsibility for assessing the fitness and appropriateness of the products for the intended uses. This includes, without limitation and for illustration purposes only, ensuring the product's fitness and suitability for use in any device or application, especially in critical areas such as life safety, life support, life sustaining, surgical implants, nuclear facilities, aircraft operations, or any other situation where the failure of a single component could result in property damage, injury, or death. Furthermore, you recognize that our company is not listed on the Qualified Manufacturers List ("QML"), nor do we offer Qualified Product List ("QPL") components for military use. Any mention of QPL or military specifications is solely for informational purposes, with all such product sales by our company intended strictly for non-military applications. You consent that all purchases are made for commercial or other non-QPL required applications. Beyond your duty to indemnify as specified in Section 17, you agree to indemnify and defend our company and the product manufacturers from all liabilities, costs, and expenses, including attorney fees and litigation or pre-litigation costs, arising from the use of products in non-sanctioned applications.

a. Standard Product Warranty. All products are offered as-is, without any guarantee beyond what is specifically mentioned in this section. We aim to pass on the manufacturers' warranties to you where possible. Please contact us before purchasing to review any applicable warranties. Note that manufacturer warranties do not cover surplus inventory products, which are instead covered by a separate limited warranty detailed herein. Products promoted as specially advertised inventory items come without manufacturer warranties and are sold in limited quantities without the possibility for backorders or returns.

b. Surplus Inventory Warranty. This warranty is exclusive to products we label as surplus inventory. We guarantee these products against defects in materials and workmanship for three years from the invoice date, subject to the conditions mentioned. This warranty does not cover products subject to misuse, neglect, or unauthorized modifications, among other exclusions.

Warranty Claims. Should any product fail to meet our limited warranty, we will, at our discretion, either replace the defective product or refund the purchase price, provided the product is returned within the warranty period with a detailed description of the defect.

Independent Evaluation. We reserve the right to have a third party independently assess any product claimed to be defective to verify the claim. The findings of this third party will be binding on both the customer and us.

c. Warranty Exclusions. Beyond what is specified in this section, we do not offer any warranties, expressed or implied, on any product. This includes disclaiming any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Products may be protected by third-party intellectual property rights, for which we assume no liability in case of infringement claims. Software or intellectual property included in your order is provided subject to the rights and licenses of third parties, and we grant no rights or licenses beyond those explicitly stated in such license agreements.

i. engineering consultation services. Our company provides these services purely for customer convenience. Our team aims to share valuable insights on our products, yet we cannot assure the precision, completeness, or correctness of any advice or recommendations given. The responsibility to assess and decide on the appropriateness of any information or advice offered by our engineering team falls solely on you. It's important to note that any suggestions for alternative parts or cross-references are merely advisory and not guaranteed for their accuracy or completeness.

ii. electronic assembly offerings. We may present for sale assemblies consisting of various products, which might include enclosures ("Electronic Assemblies"), treated as products under our terms and conditions. We commit to passing along, where possible, the manufacturers' warranties for the components of these assemblies at the point of sale. We guarantee that our assembly work on Electronic Assemblies will be free from material defects in workmanship for ninety (90) days from delivery. This guarantee is restricted to our assembly work and does not extend to the individual components or packaged products not requiring assembly. This warranty is valid solely for the original purchaser, for ninety days from delivery, assuming normal usage and care. It does not cover damages due to shipping, misuse, or improper care. We expressly disclaim all other warranties, expressed or implied, regarding the Electronic Assemblies and our assembly services. By opting for Electronic Assemblies, you acknowledge that combining products may affect or nullify manufacturers' warranties, and you take on the responsibility to evaluate the impact of such assemblies on any manufacturer warranties.

iii. customized product services. On customer requests, we may assemble, enhance, or program products based on provided specifications ("Value-Added Services"), making such customized products subject to these terms. Customers bear the sole responsibility for determining the suitability of the Customized Product for intended uses and are accountable for all testing related to quality and tolerances. Customers also assure that all specifications given to us are complete and accurate and that the Customized Product will not infringe on any third-party rights, including intellectual property. Customized Products are non-cancellable and non-returnable. We guarantee that Value-Added Services will match the customer's provided specifications accepted by us for ninety (90) days post-delivery. This warranty does not apply to the product itself, outside of the Value-Added Services. This warranty applies only to the original purchaser, for ninety days from delivery, under normal use. It does not cover damages due to shipping, misuse, or lack of proper maintenance. We specifically disclaim any warranty that the Customized Product is suitable for use in critical applications, including but not limited to medical devices or any scenario where a component failure could result in significant harm. The creation of Customized Products through Value-Added Services may void or invalidate any manufacturer warranties.

iv. warranty limitations. Apart from additional warranties expressly written by an authorized officer, no representative of our company or any third party is authorized to offer any further warranties beyond those specified in this section.

d. limitation of responsibility. Our company shall not be held accountable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, lost profits, savings, or business opportunities, that arise from or relate to any of our products or services, even if we have been made aware of the possibility of such damages. Despite the above, our liability for any claim related to any product, assembly service, or value-added service shall not exceed the purchase price of the product or service in question, under any legal theory, including contract, tort, warranty, or otherwise. The pricing structure for our products and services takes these limitations into account, and these limitations are agreed to apply even if any limited remedy fails its essential purpose.

Please note, the applicability of these limitations may vary in certain jurisdictions which do not allow the exclusion or limitation of incidental or consequential damages. In such cases, these limitations will apply to the fullest extent permitted by law.

By engaging with our products, you acknowledge and accept personal responsibility for your actions and any consequences that arise from using or failing to use our offerings. You commit to indemnify, defend, and exonerate our company, along with our collaborative partners, licensors, affiliates, suppliers, employees, officers, directors, owners, and representatives from any and all liabilities, claims, costs, losses, damages (inclusive of direct, incidental, special, consequential, punitive, exemplary, and indirect damages), and expenses, including reasonable legal fees, that stem from your use, misuse, or inability to utilize the products, or any breach of these terms by youBy engaging with our products, you acknowledge and accept personal responsibility for your actions and any consequences that arise from using or failing to use our offerings. You commit to indemnify, defend, and exonerate our company, along with our collaborative partners, licensors, affiliates, suppliers, employees, officers, directors, owners, and representatives from any and all liabilities, claims, costs, losses, damages (inclusive of direct, incidental, special, consequential, punitive, exemplary, and indirect damages), and expenses, including reasonable legal fees, that stem from your use, misuse, or inability to utilize the products, or any breach of these terms by you.

Our company shall not be held accountable for any delays in delivery or failures to fulfill our obligations caused by factors outside our reasonable control. This includes, but is not limited to, product allocations, shortages of materials, labor disputes, delays in transportation, unforeseen events, acts of nature, actions or inactions of third parties, directives from civil or military authorities, priorities set by the government, fires, strikes, floods, extreme weather conditions, interruptions in computer operations, acts of terrorism, health crises, quarantine mandates, riots, or conflicts. The timeframe for delivery or fulfillment of our responsibilities will be extended by the duration of such disruptions. Alternatively, we reserve the right to cancel any order or the remainder thereof without incurring any liability by notifying you.

The laws of the State of Minnesota in the United States shall apply to these Conditions of Order, without regard to any conflict of law provisions (whether the State of Minnesota or any other jurisdiction that would cause the application of laws other than those of the State of Minnesota). The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Conditions of Order. Any controversy or claim arising out of or relating to the Conditions of Order or your purchase or use of Products (a "Dispute") shall be settled by the American Arbitration Association (AAA), under its Commercial Arbitration Rules, and YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE CONDITIONS OF ORDER. The arbitration will be conducted in the English language before, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. The seat or place of arbitration shall be conducted in Minneapolis, Minnesota. To the fullest extent permitted by applicable law, no arbitration under these Conditions of Order will be joined to an arbitration involving any other party subject to these Conditions of Order, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to DigiKey, DigiKey may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement or misappropriation of DigiKey’s or any third party's intellectual property or proprietary rights. You hereby consent to jurisdiction and venue of the State and Federal courts of the State of Minnesota with respect to any such injunctive or other relief. You further acknowledge that DigiKey’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Any Dispute initiated by you must be instituted within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date DigiKey denies a warranty claim under Section 17 of these Conditions of Order.

These Conditions of Order represent the full agreement between the involved parties regarding the matters discussed. Any failure by us to enforce a breach or default does not waive our rights concerning prior or subsequent breaches or defaults. Should any provision of these Conditions be deemed invalid or unenforceable by a competent court or arbitrator, this will not affect the validity of the remaining provisions, which shall remain effective. Moreover, the court or arbitrator is authorized to modify any unenforceable provision to closely match the original intent of the parties, maintaining its validity. You may not assign or transfer any rights, duties, agreements, or obligations under this agreement without our express written consent. These Conditions and the transactions they govern do not establish any form of joint venture, partnership, employment, or agency relationship between you and us or our suppliers. These obligations, rights, terms, and conditions are binding and benefit solely the parties involved and their permitted successors and assigns, without intending to benefit any third parties.

We reserve the exclusive right to modify the terms of these Conditions of Order at any time without prior notice. It is your responsibility to review these Conditions of Order before making any purchases. By proceeding with a purchase after modifications, you acknowledge and accept the revised Conditions of Order. Should any adjustments be made, we will update the "Date of Last Modification" accordingly. During the registration process for specific site features, you automatically opt into receiving emails from us, which may include updates on these Conditions of Order among other policies. Should you choose not to receive these updates, you have the option to opt out. Despite any other terms within these Conditions, we may update these Conditions of Order at our discretion, and such modifications will be effective and binding upon both you and us.