Avnet’s Terms and Conditions of Sale (Global)
The sale of products and services (“Products”) by Avnet, Inc. and its divisions, subsidiaries, and
affiliates (“Avnet”) to a customer (“Customer”) are subject to these terms and conditions
(“Agreement”) regardless of other terms or conditions in any purchase order, document, or other
communication of Customer (“Order”). Avnet objects to such other terms. This Agreement may only
be modified in writing signed by authorized representatives of both Avnet and Customer.
1. ORDERS. Unless otherwise stated on the quote, Avnet quotes are invitations to tender and are subject to
change at any time without notice. All Orders are subject to acceptance by Avnet. Contracts between
Customer and Avnet are formed upon Avnet’s written acceptance, Electronic Data Interchange (“EDI”)
acknowledgment or execution of Customer’s Order and are subject to this Agreement. All Orders for Products
that Avnet identifies as non-standard or “NCNR” are non-cancelable and non-returnable. Avnet may identify
Products as non-standard or “NCNR” by various means including quotes, Products lists, attachments or
exhibits. Customer may not change, cancel or reschedule Orders for Products without Avnet’s consent. Avnet
reserves the right to allocate the sale of Products among its customers.
2. PRICES. Unless otherwise stated on Avnet’s proposal, quote or invoice, prices are for Products only and
do not include taxes, freight, duties, tariffs or any other charges or fees for additional services (collectively,
“Additional Fees”). Unless otherwise stated on Avnet’s proposal, quote or invoice, Customer is responsible
for any and all Additional Fees. Prices are subject to change due to manufacturers’ price increase, change in
exchange rate or quoting errors.
3. TERMS OF PAYMENT. Payment is due as stated on Avnet’s invoice without offset or any deduction for
withholding taxes or any other reason. On any past due invoice, Avnet may charge interest from the payment
due date to the date of payment at eighteen percent (18) percent per annum or the maximum amount allowed
by applicable law, plus reasonable attorneys’ fees and collection costs, with a minimum fee of forty (40) Euros
for sales in the European Union as required by the applicable law. At any time, Avnet may change the terms
of Customer’s credit. Avnet may apply payments to any of Customer’s accounts. If Customer defaults on any
payment, Avnet may reschedule or cancel any outstanding delivery or Order and declare all outstanding
invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits
provided by Avnet will expire if unused within twelve (12) months.
4. DELIVERY. Unless otherwise stated by Avnet in writing, all Avnet deliveries from the European Union are
CPT customer’s delivery location, and all Avnet deliveries from outside the European Union are FCA Avnet’s
warehouse or, for drop shipments, FCA the manufacturer’s warehouse (INCOTERMS 2020). Avnet’s delivery
dates are estimates only and subject to Avnet’s timely receipt of supplies. Avnet shall not be responsible or
liable for any costs, losses or damages arising out of or related to: (i) any failure to deliver Products within the
time prescribed therefor; (ii) delay in delivery; (iii) partial delivery; or (iv) early delivery. Customer shall accept
Products notwithstanding delayed, partial or early delivery. Customer may not cancel any other Orders based
on delayed delivery of any part of an Order.
5. TITLE. For sales from outside the European Union or Australia, title shall pass to Customer upon delivery
of the Products to the carrier. For sales from the European Union or Australia, as a form of payment security,
title shall pass to Customer upon payment in full for the Product by Customer. In case of an onwards sale,
Customer assigns all rights in the related receivables to Avnet until Customer has made payment in full. Once
the Product is processed or combined with other items (“Processed Product”), Avnet’s retained title transfers
to a share in the title in the Processed Product reflecting the value of the Product relative to the value of the
Processed Product. This section does not apply to sales of Software (as defined below) and services.
6. SOFTWARE. Software is the machine readable (object code) version of computer programs
(“Software”). Customer’s use of Software and any related documentation shall be governed by the license
agreement applicable to the Software. Software embedded in or bundled with hardware must be used solely
with the hardware for which it was intended and may not be transferred separately.
7. WARRANTY. Customer acknowledges that Avnet is not the manufacturer of the Products. Avnet shall
pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Avnet
by the manufacturer, including those for intellectual property infringement, if any, to the extent it is permitted
to do so. If required by law, Avnet warrants that at the time of delivery, Products will conform to the
specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims
shall be time-barred twelve (12) months from the time of delivery of the non-conforming Products. If Avnet
performs value-added work such as integration work, tape-and-reel, or programming, Avnet warrants such
value-added work will conform to Customer’s written specifications accepted by Avnet for ninety (90) days
after delivery by Avnet. Customer shall be deemed the manufacturer of such value-added Products.
Customer’s sole remedies for breach of Avnet’s warranty are, at Avnet’s choice: (i) repair of the Products; (ii)
replacement of the Products; (iii) re-performance of the value-added work; or (iv) refund of Customer’s
purchase price for the Products. Avnet makes no representation or warranty with respect to Software and will
have no liability in connection therewith. Unless it is specifically stated in the Software’s applicable license
agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.
AVNET MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF
MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. UNLESS WARRANTED AS
DESCRIBED IN THIS SECTION, PRODUCTS ARE PROVIDED “AS IS”.
8. PRODUCT RETURN.
(a) Customer may return Products to Avnet only with a return material authorization (“RMA”) number issued
by Avnet.
(b) An RMA shall be issued by Avnet subject to the following:
(i) Returns for Visual Defect: Avnet Receipt of written notice of any damage to outer packaging,
damage to Products, shortage of Products, or other discrepancy (“Visual Defect”) within three (3)
business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the
Products;
(ii) Returns for Product Warranty: Avnet receipt of written notice stating the specific Product defect
within the warranty period;
(iii) the defect notified under (i) or (ii) was caused solely by Avnet or the original manufacturer;
(iv) the defect notified under (i) or (ii) is not damage, shortage, or other discrepancy created by
Customer, a carrier, a freight provider or any third party;
(v) Customer must return the Products to Avnet in compliance with instructions in the RMA provided
by Avnet; and
(vi) Avnet’s assessment of returned Products confirms eligibility for return under this section.
(c) Avnet may return Products not eligible for return under this section to Customer on a freight collect
basis, or hold such Products for Customer’s collection and account at Customer’s expense.
9. LIMITATION OF LIABILITY. In any action under or relating to this Agreement, whether based in contract,
warranty, tort (including negligence) or any other legal theory, Avnet shall not be liable for any indirect, special,
incidental, punitive or consequential damages, including loss of profits, loss of revenue, loss of data, loss of
use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers
even if Avnet has been advised of the possibility of such damages and notwithstanding the failure of essential
purpose of any remedy in this Agreement. In no event shall Avnet’s liability arising out of or in connection with
this Agreement exceed the total amount paid to Avnet for the specific Products at issue. To the extent Avnet
cannot lawfully disclaim any implied or statutory warranties, Customer’s statutory warranty rights are not
affected by this limitation of liability.
10. FORCES BEYOND AVNET’S CONTROL. Avnet will not be in breach of this Agreement and will not be
liable for failure to fulfill its obligations under this Agreement, if any such failure or delay is due to or arising
out of any legal theory of force majeure, an act of nature, act or omission of Customer, act of a governmental
authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural
disaster, epidemic, pandemic, shortage of labor, energy, fuel, materials or Products, strike, labor action,
criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labor, materials
or Products through regular sources, communication or power failures, Act of God, or any cause beyond its
reasonable control.
11. USE OF PRODUCTS. Customer shall comply with the manufacturer’s Product specifications. Products
are not authorized for use in life support systems, human implantation, nuclear facilities or any other
application where Product failure could lead to loss of life or property damage. If Customer uses or sells the
Products for use in such applications or fails to comply with the manufacturer’s Product specifications,
Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk. Customer shall
indemnify, defend and hold Avnet harmless from any claims resulting from or arising out of: (i) Avnet’s
compliance with Customer’s designs, specifications, or instructions; (ii) modification of any Product by a party
other than Avnet; (iii) use of Products in combination with other products; (iv) use of Products not authorized
as described above; or (v) use of Products and related technology in chemical, biological or nuclear weapons,
rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or
unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
12. EXPORT CONTROL. Certain Products and related technology (”Items”) sold by Avnet are subject to
export control regulations of the United States, the European Union, Japan, and/or other countries, excluding
boycott laws (“Export Laws”). Customer shall comply with such Export Laws and obtain any license, or permit
or other approval required to transfer, export, re-export or import the Items. Customer acknowledges that
related technology consists of “Technical Data” and “Technical Assistance”. Technical Data may be in the
form of blueprints, plans, diagrams, models, tables, engineering, design and specifications, manuals and
instructions written or recorded on media or devices such as disk, tape, or read-only memories. Technical
Assistance may be in the form of instructions, skills training, working knowledge, or consulting services.
Customer shall not directly or indirectly export, re-export, or transfer (or cause to be exported, re-exported or
transferred) any Items to any country, jurisdiction, individual, corporation, organization, or entity to which such
export, re-export, or transfer is restricted or prohibited by Export Laws, including sanctions or embargoes
administered by the United States Government, the European Union, Japan or by any other applicable
government authority.
13. ELECTRONIC ORDERS. If any part of the purchase and sale of Products, including Customer’s NCNR
acknowledgment or demand forecast, uses EDI, Customer’s internal portal, third party portal or any other
electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and
sale of Products between Customer and Avnet. Customer’s acceptance of Avnet’s acknowledgment request
or Avnet’s specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is
binding on Customer.
14. ENVIRONMENTAL COMPLIANCE. Where applicable, Customer is responsible for all obligations and
liabilities under the European Union’s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU),
(ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all
related national implementing measures in force from time to time.
15. GENERAL.
A. This Agreement shall be governed, construed, and enforced in accordance with the laws of the
country where the Avnet entity that accepted Customer’s Order (“Governing Country”) is located without
reference to the conflict of laws principles. If the Governing Country is the United States of America, the laws
of the State of Arizona shall apply. The courts of the Governing Country shall have jurisdiction and venue
over all controversies arising out of, or relating to, this Agreement. Each party consents to the exercise by
any such court of personal jurisdiction over them and each party waives any objection it might otherwise have
to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. Each party hereby
waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of, under or in connection with this Agreement. THE
PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL
SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
B. Customer may not assign this Agreement or any right or obligation hereunder without Avnet’s prior
written consent. Avnet’s affiliates may perform Avnet’s obligations under this Agreement.
C. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law. The unenforceability or
invalidity of any term or condition will not affect the remainder of the terms or conditions.
D. Products, including Software or other intellectual property, are subject to any applicable rights of third
parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
E. Customer shall comply with all applicable laws, rules and regulations, including, but not limited to
anticorruption laws such as U.S. Foreign Corrupt Practices Act, UK Bribery Act and local implementation
legislation of the OECD Anti-bribery Convention.
F. Customer shall collect, process, store, and transfer all personal data provided by Avnet under this
Agreement in strict accordance with applicable law including, but not limited to, the California Consumer
Privacy Act of 2018 and related regulations (“CCPA”) and EU data protection principles and
requirements. Customer shall use and store personal data solely for the purpose of facilitating
communication and collaboration and for purchasing Products from Avnet under this Agreement and for no
other purposes. Customer shall implement and maintain security procedures and practices appropriate to
the nature of the personal data it collects, processes, stores, or transfers consistent with industry best
practices. If personal data of EU residents is being transferred to countries outside the EU / EEA, Customer
shall ensure by appropriate means that such personal data continues to be handled and processed in
accordance with the data protection principles of purpose limitation and necessity; data accuracy, data
quality and proportionality; data security and confidentiality. Rights of data subjects (access, rectification,
deletion, and objection) must be ensured. In addition, Customer shall reasonably assist Avnet to promptly
comply with inquiries it receives under applicable data protection laws. In the event Customer discovers or
is notified of a data breach involving personal data provided by Avnet, Customer shall notify Avnet of the
data breach as soon as practicable, but no later than twenty-four (24) hours after Customer became aware
of the data breach. Customer shall take all actions necessary to contain the data breach and provide Avnet
with all reasonably necessary information on the data breach and remedial actions. As required by the
CCPA, Customer certifies its understanding of the obligations and restrictions in this Section and its
compliance with such obligations and restrictions.
G. The parties agree that electronic signatures may be used for all purposes under this Agreement and
shall be legally valid, effective and enforceable for all purposes hereunder.
H. Product information (for example, statements or advice (technical or otherwise) advertisement
content, and information related to a Product’s specifications, features, export/import control classifications,
uses or conformance with legal or other requirements) is provided by Avnet on an “AS IS” basis and does not
form a part of the properties of the Product. Avnet makes no representation as to the accuracy or
completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND
LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Avnet
recommends Customer validate any Product Information before using or acting on such information. All
Product information is subject to change without notice. Avnet is not responsible for typographical or other
errors or omissions in Product information. Avnet employees, representatives and/or agents have no authority
to make any representations regarding Products other than those specified in this Agreement or a signed
written amendment hereto. Avnet shall have no liability for any representation or information that is not a part
of this Agreement.
17. GOVERNMENT CONTRACTS. Avnet is a distributor of “Commercial Items” as defined in FAR 2.101.
Avnet does not intend to sell Products to the U.S. Government or a higher-tier contractor that fail to meet the
“commercial item” definition in FAR 2.101. Accordingly, Avnet agrees only to the clauses in the Federal
Acquisition Regulation (“FAR”) and agency FAR supplements (as applicable based on the U.S. Government
customer) that are explicitly required to be inserted in a subcontract for commercial items, as set forth in FAR
52.244-6(c)(1) or an agency FAR supplement. In accordance with FAR 12.211, Customer will receive only
those rights in technical data customarily provided to Avnet by the manufacturers. By no means will this be
interpreted as providing to Customer unlimited rights in data, software, or intellectual property rights provided
by the manufacturers or any other third party. Avnet specifically rejects the flow down of the requirements of
the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; and (ii) the Buy American Act, FAR
52.225-1 or DFARS 252.225-7001. Avnet cannot comply with any Preference for Domestic Specialty Metals
regulation unless (A) there is an applicable exception or (B) the manufacturer represents and warrants that
the Products are compliant.
Last updated: March 04, 2024