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Terms and Conditions of Sale

1. COUNTERFEIT PRODUCT NOTICE

Counterfeit products have been discovered which are being sold complete with counterfeit AOS exterior packaging, part numbers, and other auxiliary materials. These counterfeit products are of an inferior quality or performance. There is a high risk that the use of these counterfeit products can lead to a reduction of product life and reliability, or product failure. AOS will not be liable to any party for any claim, liability or damage resulting directly or indirectly from the use of any counterfeit product. To avoid the inadvertent purchase of counterfeit products, please be sure to purchase directly from our company or through our authorized distributors and sales representatives.

2. GENERALLY

These Terms and Conditions of Sale (“Terms and Conditions”) govern the sale and subsequent use by purchaser (“Purchaser”) of the semiconductor products identified on the attached order acknowledgement or otherwise shipped pursuant to Purchaser’s purchase order (“Products”). In the event of any conflict between these Terms and Conditions and any purchase order or like document submitted by Purchaser, these Terms and Conditions shall prevail, and such conflicting terms in Purchaser’s documents are hereby rejected by Alpha and Omega Semiconductor (“AOS”).

3. TERMS OF PAYMENT

(a) Purchaser shall make the payments to AOS as set forth in the attached order acknowledgement. All sales are subject to prior credit approval by AOS. Purchaser agrees to submit its most current financial information and to provide trade and bank references, if requested by AOS.

(b) If Purchaser does not meet the foregoing payment terms, AOS may, at its sole discretion, in addition to all other remedies, withhold all warranty service, training and technical service and support.

(c) All sales, use, excise, or similar taxes applicable to sales pursuant to this Agreement shall be paid by Purchaser, unless Purchaser provides AOS with a tax exemption certificate or direct payment authorization acceptable to the taxing authorities and to AOS.

(d) AOS may at any time, in it’s sole discretion:

(1) alter the foregoing payment terms, including requiring full or partial payment in advance of delivery,

(2) suspend credit,

(3) delay shipment, and/or

(4) pursue any remedies available at law, or in equity (including, but not limited to, all rights and remedies of a secured creditor pursuant to the Uniform Commercial Code). In such event, AOS shall be entitled to reimbursement from Purchaser for its reasonable expenses, including attorney's fees. Purchaser shall pay 1.5% per month, or the maximum allowed by applicable laws, on delinquent account balances.

4. SHIPMENT AND DELIVERY TERMS

(a) AOS shall use reasonable efforts to meet scheduled delivery dates, but does not guarantee delivery by such dates, and AOS shall not be liable in damages or otherwise, nor shall Purchaser be relieved of its performance hereunder, due of AOS’ inability to meet scheduled delivery dates.

(b) All prices are CFR AOS’ designated port of destination (INCOTERMS 2000). Purchaser is responsible for all freight and insurance charges. Title to the Products and risk of loss of shall pass to Purchaser upon delivery to the carrier.

(c) Absent Purchaser’s specific instructions, AOS will ship by what it deems to be the most appropriate method. Purchaser shall pay the costs of any special packaging, whether requested by Purchaser, or in the opinion of AOS, necessary.

5. PERMITTED USES

The Products are sold to Purchaser hereunder on the condition that:

(a) Purchaser shall incorporate and embed the Products with and in Purchaser’s own products for resale to Purchaser’s customers;

(b) Purchaser shall not resell the Product on a stand-alone basis, whether in the original packaging or as re-packaged;

(c) Purchaser shall indemnify, defend and hold harmless AOS from and against any damages or liabilities arising out of a breach of subsections (a) or (b) above, or from the marketing, sale or distribution of Purchaser’s products.

6. SECURITY INTEREST GRANTED

Purchaser hereby grants AOS a purchase money security interest in all Products sold hereunder and all proceeds therefrom, additions, and accessions thereto, until all charges have been paid in full together with all costs and expenses of AOS incurred in the collection of such indebtedness or the enforcement of this security interest. AOS may add subsequent purchases to, and increase thereby the total payments due on this purchase order; and all Products previously purchased are security therefor, but in the case of Products purchased on different dates, the item first purchased shall be deemed paid for first; in the case of Products purchased on the same date, the lowest priced item shall be deemed paid for first.

7. LIMITED WARRANTY

(a) AOS warrants to the original Purchaser that for a period of 1 (one) year from the date of shipment, the Products will be free from defects in material and workmanship, under normal use. If during the warranty period, Purchaser notifies AOS discovery of any defect, AOS’ sole obligations and Purchaser’s exclusive remedy shall be for AOS, at its discretion, to replace or repair the warranted Products or parts thereof. Products shall be returned to AOS only with prior written authorization from AOS, shipping prepaid. Defective parts may be replaced with either new or factory refurbished or remanufactured parts. The replacement parts shall meet the specifications of the part replaced.

(b) THE FOREGOING WARRANTY SHALL NOT APPLY TO PRODUCTS WHICH:

(1) have been repaired or altered by any party other than AOS-approved employees or designees,

(2) have been subjected to misuses, misapplication, improper maintenance, negligence, accident (including failure of or excessive electric power or failure of environment-control equipment), or

(3) have been used with equipment or parts not approved by AOS,

(c) No repair or replacement shall extend the above warranty periods.

8. DISCLAIMER

EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE PRODUCTS ARE PROVIDED “AS IS”, AND PURCHASER’S USE THEREOF IS AT ITS OWN RISK. AOS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AOS DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION OR WILL BE ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE PRODUCTS WILL MEET PURCHASERS REQUIREMENTS.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL AOS’ LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS EXCEED THE AMOUNTS PAID BY PURCHASER FOR THE ACCOMPANYING PRODUCTS PURCHASED PURSUANT TO THESE TERMS AND CONDITIONS. IN NO EVENT SHALL AOS BE LIABLE TO PURCHASER, OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA OR OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF AOS HAS BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES.

10. FORCE MAJEURE

AOS shall not be liable for any delay in delivery, suspension or cancellation of performance, or other failure of performance hereunder due to any causes beyond its control, including but not limited to acts of God or government, labor disputes or inability to secure materials, labor or transportation. In the event of such delay, AOS’ time for delivery or other performance shall be extended for a period equal to the duration of such delay.

11. PRODUCT REFINEMENTS

AOS reserves the right to modify or change Products to include any refinements it deems appropriate. In the event AOS modifies some Products; it is agreed that it has no obligation to modify or change any other Products previously delivered or to supply new Products without such modifications. AOS retains all patent, copyright and other proprietary and intellectual property rights in the Products and all modifications thereto except as granted herein or by operation of law.

12. GENERAL

(a) Purchaser may not assign this Agreement, whether by merger, sale of assets, reorganization or by operation of law, without the prior written consent of AOS. Any attempted assignment in violation of this Section will be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

(b) This Agreement shall be governed by the laws of the State of California, USA without regard to its conflicts of law provisions. Purchaser hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in the Santa Clara County, California, U.S.A.

(c) These Terms and Conditions of Sale and the applicable order forms constitute the entire agreement between the parties with respect to the subject matter hereof. Purchaser acknowledges that it has not relied on or been induced to purchase the Products by any representation or warranty not expressly set forth herein. Any provision of these Terms and Conditions of Sale which is illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of illegality, invalidity or unenforceability without impairing the remaining provisions hereof or in any other jurisdiction.

(d) To the extent of any conflict, these Terms and Conditions take precedence over any term stated on Purchaser’s purchase order form.

(e) No course of dealing in prior transactions between the parties and no usage of trade shall be relevant to supplement or explain any term or provision of these Terms and Conditions of Sale.

(f) No agreement altering, modifying, or extending the terms of this Agreement shall be valid unless in writing and duly signed by the parties.

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