DATE OF LAST MODIFICATION
September 24, 2013
Digi-Key Corporation, together with its subsidiaries and affiliates, including without limitation, Digi-Key International Sales Corporation (collectively, "Digi-Key"), operates this Web site (i.e., the Web site located at www.digikey.lu) and a portfolio of other Web sites that provide online access to information about products available from Digi-Key (the "Product(s)") and facilitate transactions for the purchase of Products (the "Service"); this Web site and such portfolio of other Web sites are, collectively, referred to as the "Site".
1. Access to the Site. Registration is not required to place an order or to use the Site. Select portions of the Site offer expanded services via the Web through a name/password protected system.
Your username and password are referred to as your "Identification." You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Please contact Digi-Key immediately at firstname.lastname@example.org if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. Thus, while Digi-Key strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.
2. Intellectual Property. The Service, the Site, and all information and/or content that you see, hear or otherwise experience on the Site (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to Digi-Key or its partners, affiliates, contributors or third parties.
Digi-Key grants you a personal, revocable, non-exclusive, non-transferable license to use the Site, the Service and the Content and to download, print and store portions of the Content that you select, provided that: (1) you only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) if you are a competitor of Digi-Key, commercial aggregator of data, or other commercial user, you do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) you do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. Digi-Key reserves complete title and full intellectual property rights in any Content you download from the Site, subject to this limited license for you to make personal use of the Content as set forth herein.
You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.
Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Site on any other Web site or web page. Competitors and third party aggregators may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without the written permission of Digi-Key. This prohibition is not intended to restrict the non-commercial activities of individuals.
3. Disclaimer of Warranties. Digi-Key agrees to transfer to you, at the time of sale, to the extent transferable, whatever warranties Digi-Key receives from manufacturers with respect to the Products sold by Digi-Key to you. COPIES OF SUCH MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING DIGI-KEY. DIGI-KEY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT, AND DIGI-KEY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS, THE SITE, THE SERVICE, AND THE CONTENT. DIGI-KEY DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. DIGI-KEY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE PRODUCTS ARE SOLD ON AN "AS-AVAILABLE" BASIS. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED "AS-IS" AND ON AN "AS-AVAILABLE" BASIS.
This Disclaimer of Warranty is not applicable to Chip Outpost Products, which are sold subject to the Limited Warranty set forth in Sections 15 and 16 of the Conditions of Order (see Part II below).
MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS.
Your obligations and Digi-Key's remedies with respect to defective or nonconforming products are solely and exclusively as stated in this Agreement.
4. Additional Disclaimers. Without limiting the disclaimers set forth in Section 3 above:
a. No Use as Critical Components. Products sold by Digi-Key are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human implant, nuclear, or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. YOU AGREE TO INDEMNIFY AND DEFEND Digi-Key AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.
b. Technical Assistance and Design Support Services. Digi-Key offers its Technical Assistance and Design Support Services solely as a convenience to Digi-Key customers. Digi-Key Technical Assistance and Design Support Services personnel strive to provide useful information regarding the Products. Digi-Key does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Digi-Key shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Digi-Key Technical Assistance and Design Support Services personnel, and any reliance on such information or recommendation is at your sole risk and discretion.
c. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Digi-Key therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Digi-Key does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
d. Third Party Links. Hypertext links to third party Web sites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Digi-Key of the third party, the third-party Web site, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Digi-Key is not responsible for the availability of any such Web sites and that Digi-Key does not endorse or warrant, and is not responsible or liable for, any such Web site or the content thereon. You are solely responsible for making your own decisions regarding your interactions or communications with any other Web site.
e. Geographic Limitations on Use. Like most Internet Web sites, this Site is accessible worldwide. However, not all Products or services offered by Digi-Key are available to all persons or in all geographic locations. Digi-Key reserves the right to limit the provision of its Products and services to any person, geographic area, or jurisdiction and to limit the quantities of any Products or services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.
f. Color Display. Digi-Key attempts to display as accurately as possible the colors of the products shown on the Site. However, because the colors you see will depend on many factors, including your monitor or printer, Digi-Key cannot guarantee that the color you see matches the product color.
g. Infringement Disclaimer. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Digi-Key shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Digi-Key to you subject to all applicable copyrights and/or user licenses, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.
5. Limitation of Liability. IN NO EVENT SHALL DIGI-KEY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY DIGI-KEY, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF DIGI-KEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF DIGI-KEY RELATING IN ANY WAY TO THE PRODUCTS, SERVICES, OR THIS AGREEMENT EXCEED THE PURCHASE PRICE FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF ANY CLAIM, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
Any cause of action against any of the Digi-Key Parties with respect to Products or services must be instituted within one (1) year from the date of purchase or provision of the applicable Products or services.
6. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products, your reliance upon any information or recommendation provided by Digi-Key Technical Assistance and Design Support Services personnel, and your behavior on the Site. You agree to indemnify, defend and hold harmless Digi-Key and Digi-Key's joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, the Site, the Service, or the Content, your reliance upon any information or recommendation provided by Digi-Key Technical Assistance and Design Support Services personnel, or any violation by you of this Agreement, including any violation of Digi-Key’s Return Policy (see Part II, Section 14, herein).
7. User Conduct. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. Except as otherwise authorized by Digi-Key, you agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.
8. User Supplied Information. If you supply or post any information or material to the Site, you guarantee to us that you have the legal right to post such material and that it will not violate any law or the rights of any person or entity. By posting material on the Site, you give Digi-Key the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.
9. Force Majeure. Digi-Key will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Digi-Key's time for delivery or performance will be extended by the period of such delay or Digi-Key may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.
10. Applicable Law; Dispute Resolution. The laws of the State of Minnesota shall apply to this Agreement, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, and any subsequent revisions thereto, shall not apply to this Agreement. Any controversy or claim arising out of or relating to the Agreement or your use of the Site, the Service, or the Content (a "Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in Minneapolis, Minnesota, and the laws of the State of Minnesota shall apply thereto, without regard to any conflict of laws provisions. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota.
11. General Provisions. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by Digi-Key of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Agreement, all of which will remain in full force and effect. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Digi-Key. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.
12. Changes to the Agreement. Digi-Key reserves the right to change the terms of this Agreement without notice. You are responsible for reviewing this Agreement prior to making any purchase from Digi-Key, and your continued use of the Site acknowledges your agreement to this responsbility. In the event that a change or update is made to this Agreement, the "Date of Last Modification" at the beginning and end of this Agreement will be updated accordingly and Digi-Key will provide on the Site's homepage a hyperlink to a webpage that expressly sets forth such changes. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails notifying you of changes to this Agreement and/or other Digi-Key policies; you may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of this Agreement to the contrary, Digi-Key may make changes to this Agreement without notice to comply with applicable laws or best practices and such changes shall be binding on you and Digi-Key. Any amendment to this Agreement must be in writing and signed by you and an authorized representative of Digi-Key.
II. Conditions of Order
All orders placed with Digi-Key are subject to the terms of this Agreement, including the following Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail and such terms will be the sole terms governing the order.
1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order with Digi-Key is an acceptance of Digi-Key’s offer to sell our Products, subject to availability and pursuant to the terms contained in this Agreement. Digi-Key, at its discretion, may complete your order by processing your payment and shipping the Product, or may, for any reason, decline to complete your order or any part of your order. No order shall be considered completed until the Product has been shipped. If we decline to complete your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.
2. Quantity Limitations. Digi-Key may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Digi-Key may reject any order, or any part of an order.
3. Electronic Communication. When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Digi-Key will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address.
4. Currency Information. This Web site is designed exclusively for Luxembourg and purchases in the euro (EUR). For orders to destinations other than Luxembourg and/or in currencies other than EUR, please use Digi-Key's U.S. currency Web site, www.digikey.com, or appropriate country-specific Web site. When placing an order in U.S. currency (dollars), the customer is responsible for all shipping costs and applicable duties, tariffs, brokerage fees, and value-added taxes (VAT). If ordering by phone, please advise Digi-Key's sales representative of your currency preference when placing your order.
5. Pricing and Product Information. With the exception of Products that are designated as Chip Outpost Products, Digi-Key purchases all Products directly from their respective original manufacturer. Digi-Key purchases Chip Outpost Products directly from their respective original manufacturer or resellers authorized by the manufacturer.
Digi-Key makes reasonable efforts to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Digi-Key's acceptance of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with Digi-Key, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Digi-Key will issue a credit to your credit card in the amount of the charge. Pricing on this Web site is in EUR and includes duties.
6. Payment. Digi-Key offers the following payment methods for euro currency customers: MasterCard, VISA and prepaid by wire transfer as well as open account credit to qualified institutions and businesses. Payment must be made in the currency in which the order was placed.
Account Application. To obtain an account application for open account credit, contact any sales representative by Freephone 800-24-398; or by fax to +31-53-484-9583. Or, you may download an account application. Please allow sufficient time for the credit approval process. To avoid delay on your initial order you may elect an alternative payment method.
7. Shipping Charges. Click here to see if your purchase will qualify for free shipping. To the extent your purchase does not qualify for free shipping, shipping charges are prepaid and added to the invoice. (DDP as defined by INCOTERMS 2010.) Any applicable shipping charges are from Digi-Key's Product Distribution Center in Thief River Falls, MN, USA. Availability of ship methods is dependent on the destination country. Shipments of excessive weight or size may require additional charges. Digi-Key will notify you prior to shipment if these conditions exist. Except as otherwise provided on the Site, any applicable brokerage fees will be your responsibility and will be due at time of delivery.
8. Handling Charge. There is no minimum order or handling fee.
9. Taxes. Prices shown do not include any federal, state or local taxes, or any other taxes imposed by any government authority, including, without limitation, sales, use, excise, VAT or similar taxes. Any applicable VAT will be due at time of delivery.
10. Late Payments. You shall pay Digi-Key all costs incurred by Digi-Key in collecting any past due amount from you, including all court costs, collection costs, and attorney's fees.
11. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request. The provisions of this Section 11 do not apply to Products that are designated as Chip Outpost Products (see Sections 15 and 16 below regarding Chip Outpost Products).
12. Export Compliance. In addition to the United States and its territories, Digi-Key accepts international orders. Some Products may not be available for shipment outside the United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the United States. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to U.S. law is prohibited.
13. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a Digi-Key Customer Service representative immediately to initiate a claim.
14. Return Policy. In most cases, Digi-Key will accept merchandise returns subject to the terms outlined in this Section 14 and will replace the Product or refund your money at your option.
To facilitate processing of returned merchandise:
- Please contact a Customer Service representative to obtain an RMA (Returned Merchandise Authorization) number prior to returning a Product(s).
- For all returns not relating to manufacturers' warranties, returns must be made within 30 days of date of invoice, be accompanied by the original invoice number, include a brief explanation of the reason for the return, and be in the original packaging and in resalable condition.
- All ESD sensitive devices will undergo incoming inspection, utilizing Digi-Key's ESD Work Instructions and the most recent version of the ANSI/ESD S20.20 standard. ESD product that has not been handled according to the standard will not be eligible for credit.
- Products returned solely due to customer error may be subject to a restocking charge.
- To the extent that Digi-Key purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancelable/Non-Returnable.
- A Mil-Spec Product purchased from Digi-Key is non-cancelable and non-returnable.
- "Not-In Catalogue Items" and parts specified as "Non-Cancelable/Non-Returnable" at time of quote or sale are not returnable, including Products designated as Chip Outpost Products, except for the Chip Outpost Limited Warranty (see Section 16 below).
- Returns relating to manufacturers' warranties are subject to the terms and conditions of the applicable manufacturer's warranty and the applicable manufacturer's return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a Customer Service representative for details.
By returning any product to Digi-Key, you represent and warrant that the returned product was purchased from Digi-Key, is not counterfeit or otherwise non-conforming, and does not violate the Digi-Key Counterfeit Policy. You also agree that Digi-Key may test any returned product to determine whether such product is counterfeit, non-conforming, or otherwise violates this Agreement. In the event Digi-Key determines, in its sole discretion, that any returned product is counterfeit, non-conforming, or otherwise violates this Agreement, Digi-Key may (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such product for further testing or other analysis; and/or (iii) take such other actions as may be required or permitted under applicable law.
15. Chip Outpost. Chip Outpost Products are excess inventory products. Chip Outpost Products include, without limitation, excess electronic components that are provided directly from the Product supplier or as part of a supplier-authorized channel return from a franchised distributor. Digi-Key believes that Chip Outpost Products are high-quality; however, these products may include certain imperfections, including, but not limited to, aged date codes, or may have been discontinued and/or obsoleted by the manufacturer. Chip Outpost Products quantities are limited and are not available for backorders. MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS. ALL SALES OF CHIP OUTPOST PRODUCTS ARE FINAL. If you purchase a Product designated as a Chip Outpost Product, you understand that the Product is obtained by Digi-Key on a non-cancelable/non-returnable basis; therefore, your purchase of a Product designated as a Chip Outpost Product is Non-Cancelable/Non-Returnable, except for the Chip Outpost Limited Warranty (see Section 16 below).
16. Chip Outpost Limited Warranty. This limited warranty applies only to Products designated by Digi-Key, on the Site or otherwise, as Chip Outpost products (the "Chip Outpost Products"). If you elect to purchase any Chip Outpost Product, Digi-Key warrants solely to you, as the original purchaser of the Chip Outpost Product from Digi-Key, that the Chip Outpost Product will be free from defects in materials and workmanship for five (5) years from the original invoice date of such Chip Outpost Product (the "Chip Outpost Limited Warranty Period"). The limited warranty does not apply to any product (i) that has been subject to abuse, misuse (including, without limitation, static discharge), neglect, accident or modification, (ii) is otherwise not capable of being tested, (iii) has been installed in an unsuitable installation environment for the product, (iv) has been used for purposes other than for which it was designed, or (v) has been damaged by fire, flood, wind, lightening or similar causes.
a. Exercising this Limited Warranty. As your exclusive remedy for any breach of this limited warranty, Digi-Key shall promptly, at Digi-Key's option, (i) replace any Chip Outpost Product that does not conform to this limited warranty or (ii) refund to you the purchase price of the defective Chip Outpost Product; provided, however, that these remedies are conditioned on your returning the Chip Outpost Product during the Chip Outpost Limited Warranty Period, or within ten (10) days thereafter, along with a written description of the claimed defect(s), in accordance with Digi-Key's Return Policy (see Section 14 above).
b. Third Party Testing. Digi-Key reserves the right to have an independent third party examine and test any Chip Outpost Product that is allegedly defective to determine whether such product is, in fact, defective. The conclusion of such independent third party shall be conclusive, final and binding on you and Digi-Key.
c. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 16, (i) Digi-Key MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY CHIP OUTPOST PRODUCT, AND (ii) Digi-Key EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH REGARD TO THE CHIP OUTPOST PRODUCTS. Without in any way limiting the generality of the foregoing:
(i) Technical Assistance and Design Support Services. Digi-Key offers its Technical Assistance and Design Support Services solely as a convenience to Digi-Key customers. Digi-Key Technical Assistance and Design Support Services personnel strive to provide useful information regarding Chip Outpost Products. Digi-Key does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Digi-Key shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Digi-Key Technical Assistance and Design Support Services personnel, and any reliance on such information or recommendation is at your sole risk and discretion.
(ii) No Other Warranties. Except for a duly-authorized officer of Digi-Key making an additional warranty in writing, no employee or agent of Digi-Key or any other party is authorized to make any warranty in addition to those made in this Section 16.
d. Limitation of Liability. IN NO EVENT SHALL Digi-Key BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY CHIP OUTPOST PRODUCT, EVEN IF Digi-Key HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Digi-Key RELATING IN ANY WAY TO ANY CHIP OUTPOST PRODUCT EXCEED THE PURCHASE PRICE FOR THE CHIP OUTPOST PRODUCT, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE CHIP OUTPOST PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
e. Dispute Resolution; Limitation on Actions. Any controversy or claim arising out of or relating to any Chip Outpost Product (a "Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in Minneapolis, Minnesota, and the laws of the State of Minnesota shall apply thereto, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, and any subsequent revisions thereto, shall not apply to any Chip Outpost Product. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Any Dispute with respect to any Chip Outpost Product must be instituted within one (1) year from the date of purchase or provision of the Chip Outpost Product except for a Dispute based on breach of warranty which must be instituted within ninety (90) days of the date Digi-Key denies a warranty claim under Section 16 of this Part II.
III. Digi-Key TechXchange Web Site Service Agreement
The Digi-Key TECHXCHANGE Web Site is comprised of various Web pages and services operated by Digi-Key (collectively, the "Digi-Key TechXchange Web Site").
The Digi-Key TechXchange Web Site is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained in this Part III. Your use of the Digi-Key TechXchange Web Site constitutes your agreement to all such terms, conditions, and notices. The Digi-Key TechXchange Web Site may also contain additional terms that govern particular features or offers ("Additional Terms").
In the event that any of the terms, conditions, and notices contained in this Part III conflict with the Additional Terms or other terms and guidelines contained within the Digi-Key TechXchange Web Site, then these terms shall control.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION
See the Privacy Statement for disclosures relating to the collection and use of your personal information.
Digi-Key reserves the right to change the terms, conditions, and notices under which the Digi-Key TechXchange Web Site is offered, including but not limited to the charges, if any, associated with the use of the Digi-Key TechXchange Web Site. You are responsible for regularly reviewing these terms and conditions and your continued use of the website acknowledges your agreement.
LINKS TO THIRD PARTY SITES
The Digi-Key TechXchange Web Site may contain links to or feeds from other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Digi-Key and Digi-Key is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site or any information transmitted on a Linked Site. Digi-Key is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Digi-Key of the site or any association with its operators.
Any dealings with third parties (including advertisers) included within or available via a link from the Digi-Key TechXchange Web Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Digi-Key shall not be responsible or liable for any part of any such dealings or promotions.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Digi-Key TechXchange Web Site, you warrant to Digi-Key that you will not use the Digi-Key TechXchange Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Digi-Key TechXchange Web Site in any manner which could damage, disable, overburden, or impair the Digi-Key TechXchange Web Site or interfere with any other party's use and enjoyment of the Digi-Key TechXchange Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Digi-Key TechXchange Web Site.
USE OF COMMUNICATION SERVICES
The Digi-Key TechXchange Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Publish, post, upload, distribute or disseminate any topic, name, material or information that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, a religion or a nation, or that insults the victims of crimes against humanity by contesting the existence of those crimes.
- Upload or otherwise make available files that contain images, photos, software or other material protected by intellectual property laws (or by rights of privacy and publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- Use any material or information, including images or photographs, which is made available through the Digi-Key TechXchange Web Site in any manner that infringes any copyright, trademark, patent, trade secret, confidentiality or other proprietary right of any party.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
- Create a false identity for the purpose of misleading others.
Digi-Key has no obligation to monitor the Communication Services. However, Digi-Key reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Digi-Key reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Digi-Key reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Digi-Key's sole discretion.
Always use caution when giving out any personally identifying information about yourself in any Communication Service. Digi-Key does not control or endorse the content, messages or information found in any Communication Service and, therefore, Digi-Key specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO Digi-Key OR POSTED AT ANY Digi-Key TECHXCHANGE WEB SITE
Digi-Key does not claim ownership of the materials you provide to Digi-Key (including feedback and suggestions) or post, upload, input or submit to any Digi-Key TechXchange Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Digi-Key, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission, and the right to sublicense such rights to any supplier of the Digi-Key TechXchange Web Site. No compensation will be paid with respect to the use of your Submission, as provided herein. Digi-Key is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Digi-Key's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
SOFTWARE AND CONTENT AVAILABLE ON THE Digi-Key TECHXCHANGE WEB SITE
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE DIGI-KEY TECHXCHANGE WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION THEREIN. DIGI-KEY AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE DIGI-KEY TECHXCHANGE WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE DIGI-KEY TECHXCHANGE WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
DIGI-KEY AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE DIGI-KEY TECHXCHANGE WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DIGI-KEY AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
YOU SPECIFICALLY AGREE THAT DIGI-KEY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE DIGI-KEY TECHXCHANGE WEB SITE. YOU SPECIFICALLY AGREE THAT DIGI-KEY IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT DIGI-KEY IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE DIGI-KEY TECHXCHANGE WEB SITE BY ANY THIRD PARTY.
Digi-Key reserves the right, in its sole discretion, to terminate your access to the Digi-Key TechXchange Web Site and the related services or any portion thereof at any time, without notice.
CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
The laws of the State of Minnesota shall apply to the Digi-Key TechXchange Web Site, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, and any subsequent revisions thereto, shall not apply to the Digi-Key TechXchange Web Site. Any controversy or claim arising out of or relating to the Digi-Key TechXchange Web Site or your use of the Digi-Key TechXchange Web Site (a "Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in Minneapolis, Minnesota, and the laws of the State of Minnesota shall apply thereto, without regard to any conflict of laws provisions. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Digi-Key as a result of the terms contained in this Part III or your use of the Digi-Key TechXchange Web Site. You agree to indemnify and hold Digi-Key, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the Digi-Key TechXchange Web Site. Digi-Key reserves the right to disclose any personal information about you or your use of the Digi-Key TechXchange Web Site, including its contents, without your prior permission if Digi-Key has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of Digi-Key or its affiliated companies; (3) enforce the terms relating to use of the TechXchange Web Site; or (4) act to protect the interests of its members or others. Digi-Key's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Digi-Key's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Digi-Key TechXchange Web Site or information provided to or gathered by Digi-Key with respect to such use. Unless otherwise specified herein, this Part III constitutes the entire agreement between the user and Digi-Key with respect to the Digi-Key TechXchange Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Digi-Key with respect to the Digi-Key TechXchange Web Site.
IV. Notices and Procedure for Making Claims of Copyright Infringement
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
Written notification must be submitted to the following Designated Agent:
Service Provider(s): Digi-Key Corporation
Name of Agent Designated to Receive Notification of Claimed Infringement: Anthony B. Harris
Full Address of Designated Agent to Which Notification Should be Sent: 701 Brooks Avenue South, Thief River Falls, MN 56701 USA
Telephone Number of Designated Agent: 1-800-344-4539 or 218-681-6674
Facsimile Number of Designated Agent: 218-681-3380
Email Address of Designated Agent: email@example.com
To be effective, the Notification must include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed ("Complaining Party");
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of the written Notification containing the information as outlined in 1 through 6 above:
- Service Provider shall remove or disable access to the material that is alleged to be infringing;
- Service Provider shall forward the written notification to such alleged infringer ("Subscriber");
- Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.
To be effective, a Counter Notification must be a written communication provided to the Service Provider's Designated Agent that includes substantially the following:
- A physical or electronic signature of the Subscriber;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:
- Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification;
- Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;
- Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider's Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider's network or system.
The English version of these Terms and Conditions shall prevail wherever there is a discrepancy between the English version and any other language version.
© 2013, Digi-Key Corporation. All rights reserved.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.
DATE OF LAST MODIFICATION
September 24, 2013