Version 1.6 · Last updated: August 5, 2026. These terms govern all quotations, orders, and sales of products by American Microelectronics. By placing an order, you agree to them.
These Terms of Sale ("Terms") apply to every quotation, order acknowledgment, sale, and shipment of products ("Products") by American Microelectronics LLC ("American Microelectronics," "we," "us," or "our") to the buyer ("Buyer" or "you"). By submitting a purchase order or accepting delivery of Products, Buyer agrees to these Terms.
These Terms, together with our quotation and invoice, are the complete and exclusive agreement between the parties. Any additional or conflicting terms in Buyer's purchase order or other document are rejected and have no effect unless expressly agreed by us in a writing signed by an authorized representative. Our failure to object to Buyer's terms is not acceptance of them.
Quotations are invitations to order, not offers, and are valid for seven (7) days unless stated otherwise — and even within that period remain subject to prior sale, availability, and supplier repricing until we accept Buyer's order. Pricing, quantity, lead time, and availability are not guaranteed until we accept Buyer's order in writing (including by order acknowledgment or invoice). A binding contract forms only upon our written acceptance.
Limitation of Quantity; Order Refusal. We may limit the quantity available to any Buyer, decline or reduce any order in whole or in part, and change or discontinue any quoted or listed item at any time. Quantities and lead times shown in a quotation, listing, stock report, or availability search reflect information supplied to us by third parties at a point in time; they are not a representation that Product is on hand, allocated, or reserved for Buyer, and they do not create an option or a right of first refusal.
Supply Failure. Because Products are sourced through the independent supply channel, availability can be withdrawn between our acceptance of an order and shipment. If, after acceptance, Products become unavailable, are lost or damaged before risk of loss passes, fail our authenticity or quality verification, or cannot be supplied on commercially reasonable terms, we may cancel or reduce the affected order or quantity by written notice without liability to Buyer, and we will refund or credit amounts Buyer has paid for the cancelled quantity. That refund or credit is Buyer's sole and exclusive remedy for any such cancellation, and we are not liable for interest, cost of cover, re-procurement or expediting costs, line-down charges, or any other loss arising from it.
Prices are in U.S. dollars and exclude freight, insurance, duties, and taxes unless stated. Payment is due as shown on our invoice. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Florida law, plus reasonable costs of collection (including attorneys' fees). Credit-card payments may incur a processing surcharge not to exceed the lesser of our cost of acceptance or the maximum permitted by applicable card network rules and law; the current rate is disclosed on our invoice and at the point of payment. Returned or rejected payments incur a fee of $35 or the maximum permitted by law, whichever is less. We may require prepayment, a deposit, or credit approval, and may suspend performance or hold shipment if Buyer's account is past due. Until the purchase price is paid in full, Buyer grants us a purchase-money security interest in the Products and their proceeds, and authorizes us to file financing statements to perfect it. Buyer is responsible for all sales, use, and similar taxes except taxes on our net income.
Adequate Assurance. If Buyer's financial condition, payment history, or creditworthiness becomes unsatisfactory to us in our reasonable judgment, we may require full or partial prepayment, a deposit, a letter of credit, or a corporate or personal guarantee, and may require Buyer to furnish current financial information, before performing further. Until adequate assurance of due performance is received, we may suspend or hold any open order without liability, and the resulting delay is not a breach by us. This right is in addition to, and not in place of, our rights under Fla. Stat. §672.609.
No Set-Off. Buyer will pay all amounts when due without set-off, deduction, counterclaim, back-charge, or withholding of any kind, whether arising under the same order or any other. Any commercial, goodwill, or accommodation credit or credit memo we issue — other than a credit issued under Section 8 — expires if unused twelve (12) months from the date of issue.
Changes in Duties and Trade Measures. Prices are based on the duties, tariffs, customs fees, taxes, and other governmental trade measures in effect on the date we accept Buyer's order. If any new or increased duty, tariff, customs fee, or similar governmental charge takes effect after our acceptance and before delivery, and it increases our cost of supplying the affected Products, we may increase the price of the affected Products by the resulting cost, itemized on our invoice. If the increase exceeds ten percent (10%) of the price of the affected order line, Buyer may cancel the affected quantity by written notice within five (5) business days of our notice of the increase; Buyer remains responsible for costs already incurred as described in Section 4.
All orders are Non-Cancellable and Non-Returnable (NCNR). Because we source Products to order through the independent supply channel — including allocated, end-of-life (EOL), obsolete, and hard-to-find parts — once we accept an order Buyer may not cancel it, reduce its quantity, reschedule it, or return the Products for convenience, preference, or error in Buyer's own ordering.
Any cancellation or change is effective only if we agree in writing, and Buyer remains responsible for Products already shipped, in transit, on order with our suppliers, in testing, or otherwise committed, plus reasonable cancellation, restocking, and processing charges. Supplier price changes on open orders may be passed through to Buyer; if we notify Buyer of a price increase on an open order, Buyer may cancel the affected order in writing within five (5) business days of that notice, after which the adjusted price applies.
NCNR does not waive Buyer's rights under the Limited Warranty below. Products that are defective, or that fail our authenticity or quality verification, are handled through the RMA process in Sections 8–10 — NCNR does not apply to a valid warranty or quality claim. NCNR binds Buyer and does not limit our rights under Section 2 (Supply Failure), Section 3 (Adequate Assurance), Section 15 (Export Control), or Section 20 (Term & Termination).
Delivery terms are as stated on our quotation or invoice (per Incoterms® 2020); absent a stated term, delivery is FCA (Free Carrier) our facility or our supplier's facility. Risk of loss passes to Buyer upon our delivery of the Products to the first carrier. Title passes upon our receipt of payment in full. Shipping dates are estimates only, and we are not liable for delays in delivery. We may make partial shipments and invoice them separately. Buyer releases us from responsibility for carrier delay, and for loss of or damage to Products in transit or after tender to the carrier in good order; claims of that kind are between Buyer and the carrier or insurer. American Microelectronics acts as U.S. Importer of Record for its inbound imports only; Buyer is the importer/exporter of record for any onward movement it directs.
Where testing is performed, we make the laboratory's test report available to Buyer before outbound shipment. Buyer has five (5) business days after the report is made available to review it and direct disposition. Where the report identifies no failure, non-conformity, or suspect condition, we may proceed with shipment if Buyer does not respond within that period, and the Limited Warranty in Section 8 applies to the Products as shipped. Where the report identifies a failure, non-conformity, or suspect condition, we will not ship on Buyer's silence: we will hold the affected quantity pending Buyer's written direction under Section 11, or cancel it under Section 2 and refund or credit amounts Buyer has paid. Buyer must inspect all Products promptly on receipt and give written notice of any shortage, non-conformity, or visible damage within ten (10) days of delivery. Products not rejected with written notice within that period are deemed accepted.
American Microelectronics is an independent distributor operating parallel to the franchised channel. We vet suppliers and, when an order warrants it, route Products to accredited third-party laboratories (such as Global ETS and Whitehorse Laboratories) for independent verification using AS6081 / AS6171 test methodologies — which may include visual inspection, XRF, X-ray, decapsulation, die analysis, and electrical testing — with a Certificate of Conformance and report as applicable. Certain test methods (including decapsulation and destructive electrical testing) consume the sample units tested; samples consumed in testing are not returned. Product determined to be suspect counterfeit is quarantined — not shipped to Buyer under any circumstances and not returned to the supplier — and may be reported to industry and government reporting programs (such as ERAI or GIDEP) consistent with AS6081 practice. Product that fails other authenticity or quality criteria is held pending disposition; we may reject the lot, or, where the finding does not indicate counterfeiting, disclose the finding to Buyer and offer the affected Product only on the as-is basis described in Section 11.
Testing is not performed on every order. Whether Products are tested, and to what depth, is determined order by order based on the part, the source, the risk profile, Buyer's written requirements, and Buyer's required delivery schedule. Laboratory testing adds time; where Buyer's required delivery date does not allow for it, or where Buyer directs shipment without testing or with a reduced test scope, Products ship untested or partially tested. We will state on our quotation or order acknowledgment what testing, if any, is included in an order. Absent an express written statement that testing is included, no testing is included in the price and none will be performed. Where Products ship untested or with a reduced test scope, our authenticity- and quality-related obligations are limited accordingly, Section 11 applies, and Buyer accepts the associated risk.
Testing establishes what the applied methods are capable of establishing, on the samples drawn, at the time of test. No test program detects every non-conformity. Descriptions of testing methodology describe methods used by our laboratory partners and are not a representation that American Microelectronics itself holds any certification or accreditation.
American Microelectronics warrants that, for sixty (60) days from the date of delivery, the Products will be free from defects in material and workmanship. This limited warranty runs to the original Buyer only and is not transferable. Buyer must give written notice of a warranty claim within thirty (30) days of discovering the defect — and in any event within the sixty (60) day warranty period — and must obtain a Return Material Authorization (see Section 10). Written notice given within the periods stated in this Section preserves Buyer's claim. The return deadlines in Section 10 govern the handling of the return and do not extinguish a claim for which timely written notice was given.
Where an order is tested, testing is performed by an accredited independent laboratory and may include X-ray inspection, comparative electrical pin correlation, and decapsulation with die verification, on samples drawn from the shipped lot. Buyer acknowledges that these methods verify authenticity and screen for gross defects; they do not measure full parametric or functional performance across the manufacturer's specified voltage, frequency, and temperature ranges, and no test report or Certificate of Conformance is a representation that Products were tested to, or will perform to, the manufacturer's full datasheet. Where destructive methods are used, the units tested are consumed and the result is a statistical inference to the lot under the applicable sampling plan, not a unit-by-unit certification. Testing does not extend the warranty period in this Section.
Exclusive Remedy. Our entire liability and Buyer's sole and exclusive remedy for any valid warranty claim is, at our option: (a) a credit issued to Buyer's account with us; (b) replacement of the affected Product, where equivalent Product is available to us on commercially reasonable terms; or (c) refund of the purchase price Buyer actually paid for the affected Product. In each case our liability will not exceed the purchase price Buyer actually paid for the affected Product. Credits issued under this Section may be set off against amounts owed to us on the invoice for the affected Product, and do not expire. Where we elect to issue a credit and Buyer has placed no further order with us within one hundred eighty (180) days after issuance, Buyer may request payment of the unused balance in cash, and we will pay it within thirty (30) days of that request. Where we elect to provide any remedy beyond those stated in this Section, that election is a one-time accommodation made in our sole discretion, is the exclusive remedy in place of the remedies above for that claim, and neither modifies these Terms nor establishes a course of dealing. If the exclusive remedy in this Section is determined to have failed of its essential purpose, Buyer's recovery is in any event limited as provided in Section 13.
Where we provide a remedy under this Section, Buyer must return the affected Product to us under Section 10, and title to that Product passes back to us on issuance of the credit, shipment of the replacement, or payment of the refund. Our obligation does not include, and we are not responsible for, the cost of removal, de-installation, reinstallation, rework, retest, recall, field service, or replacement of any assembly, board, or product into which a Product has been incorporated.
This warranty does not apply to Products expressly identified on our quotation, order acknowledgment, or invoice as sold "as-is," "uncovered," or "without warranty," or to Products to which Section 11 applies. Where at Buyer's request we pass through or assign a manufacturer's or supplier's warranty, that warranty is in addition to and not a duplication of this one, and we make no representation that it will be honored.
This warranty does not cover, and we are not responsible for, any Product or condition arising from: misuse, abuse, neglect, accident, or improper handling, installation, testing, or use; electrostatic discharge (ESD) or storage or handling outside ESD-compliant conditions; alteration, modification, reprogramming, remarking, or repair by anyone other than us; improper storage or normal wear; cosmetic or superficial characteristics not affecting function; Products sold as-is, as samples, after Buyer declined or reduced recommended testing, or after Buyer elected to take Product that did not pass testing (see Section 11); or use in an application for which the Product is not suited. Warranty determinations are made per lot: a finding on one order or date code does not extend to any other order, lot, or date code.
We will evaluate warranty claims in good faith, based on our own inspection or on a report from an accredited laboratory. Buyer bears the burden of establishing that a claimed defect existed at the time risk of loss passed.
No Product may be returned without a Return Material Authorization (RMA) issued by us in advance. To request an RMA, contact sales@americanmicro.io with the invoice number, part number, quantity, date code, and a description of the issue, together with supporting evidence such as failure data, images, or a test report. Unless we agree otherwise in writing, only one RMA may be requested per line item per invoice.
Authorized returns must be received within thirty (30) days of RMA issuance, in the original quantity and packaging, with the RMA number shown on the outside of the package, with reasonable evidence of ESD-compliant storage and handling, and with disclosure of the Product's end use — which must be the end use disclosed at the time of order. We may inspect and, where warranted, independently test returned Products to validate a claim. Buyer pays return freight, insurance, and any duties; where we validate the claim, we will reimburse reasonable return freight. Products returned without a valid RMA, or that do not meet these requirements, may be refused, returned freight-collect, or held at Buyer's risk and expense.
Where we validate a claim, the remedy is the exclusive remedy described in Section 8, at our option. Where the remedy is a credit, it is issued after we receive and evaluate the returned Product, and is applied to Buyer's account within ten (10) business days of that determination. An RMA is not an admission that a claim is valid, and issuing an RMA does not suspend Buyer's obligation to pay the invoice for the Products in question.
Product that does not pass testing. Where testing identifies a failure, non-conformity, or suspect condition in a Product or lot, we will disclose the finding to Buyer. If Buyer nonetheless elects to take the affected Product, we will not honor any warranty or claim on it. The Product is sold AS-IS AND WITH ALL FAULTS, the Limited Warranty in Section 8 does not apply to it, and Buyer has no right of return, repair, replacement, refund, credit, or other post-sale remedy of any kind. We will document the disclosure and Buyer's election in writing before shipment, and Buyer's acceptance of shipment after that disclosure constitutes agreement to this Section.
Buyer may also elect to take Products without the testing we recommend, to accept Products after a test report or our own inspection has identified a non-conformity, or to accept Products we have identified as sold "as-is." Where Buyer does so — by written direction, or by accepting shipment after notice of the condition — the affected Products are sold AS-IS AND WITH ALL FAULTS, the Limited Warranty in Section 8 does not apply to them, and Buyer has no right of return, repair, replacement, refund, credit, or other post-sale remedy for the condition disclosed or for any condition that the declined or reduced testing would reasonably have been expected to detect. Buyer assumes all risk associated with that election, including the risk that the Products are non-conforming, remarked, refurbished, or otherwise not as represented upstream. In each case we will document the disclosure and Buyer's election in writing before shipment, as provided in the first paragraph of this Section.
Nothing in this Section limits Section 7: Product we determine to be suspect counterfeit is quarantined and will not be shipped to Buyer under any circumstances, at any price, on any waiver.
THE LIMITED WARRANTY IN SECTION 8 IS THE ONLY WARRANTY WE MAKE AND IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Buyer is solely responsible for determining that the Products are suitable and safe for Buyer's application, and for any required regulatory qualification.
HIGH-RISK APPLICATIONS. THE PRODUCTS ARE NOT DESIGNED, TESTED, OR AUTHORIZED BY US FOR USE IN HIGH-RISK APPLICATIONS. The Products are not designed, tested, or authorized by us for use in life-support or life-sustaining systems, implantable or invasive medical devices, nuclear facilities or weapons systems, aircraft flight-control or other aviation safety systems, or any other application in which the failure or malfunction of a Product could reasonably be expected to result in death, personal injury, or severe physical or environmental damage (each, a "High-Risk Application"). Buyer will not use, incorporate, or resell any Product for a High-Risk Application unless we have expressly agreed to that specific application in a signed writing. Any such use without our written agreement is at Buyer's sole risk, and Buyer will indemnify, defend, and hold us harmless from and against all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to that use. Nothing in this section authorizes any use prohibited by Section 15.
TECHNICAL INFORMATION & ADVICE. ANY TECHNICAL INFORMATION OR ADVICE WE PROVIDE IS FURNISHED WITHOUT WARRANTY OF ANY KIND AND AT BUYER'S SOLE RISK. Any technical information, cross-reference, alternate- or substitute-part suggestion, datasheet, application guidance, interpretation of a test report, or other advice we provide is furnished as an accommodation, without charge, and is based on information supplied to us by manufacturers, suppliers, and laboratories. We do not independently verify it, we make no representation or warranty as to its accuracy or completeness, and we assume no liability for it or for Buyer's reliance on it. Buyer is solely responsible for evaluating the suitability of any Product for its application. Nothing we provide creates a professional, engineering, design, or advisory relationship, and no advice modifies these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMERICAN MICROELECTRONICS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, DOWNTIME, LINE-DOWN OR PRODUCTION-STOPPAGE CHARGES, RECALL OR FIELD-SERVICE COSTS, OR COST OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT OR ORDER WILL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO US FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
These limitations apply to all claims and theories of liability, whether in contract, warranty, tort (including negligence), strict liability, misrepresentation, statute, or otherwise; apply in the aggregate to all claims arising out of or relating to an order, not per claim; extend to our members, officers, employees, agents, and suppliers; and are independent of, and survive, any failure of the essential purpose of any limited or exclusive remedy in these Terms. Buyer acknowledges that our prices reflect this allocation of risk, that the allocation is a material basis of the parties' bargain, and that we would not sell on any other basis. The foregoing limitations do not apply to the extent liability results from our gross negligence or willful misconduct as finally adjudicated by a court or arbitrator of competent jurisdiction, or to the extent liability cannot be limited under applicable law. Buyer's obligations under Sections 14, 15, 17, and 18 are not subject to this Section.
Buyer will indemnify, defend, and hold harmless American Microelectronics and its members, officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of Buyer's use, handling, resale, or incorporation of the Products; Buyer's specifications or instructions; Buyer's breach of these Terms or of applicable law; Buyer's use of a Product in a High-Risk Application without our written agreement; or any claim that Products made or supplied to Buyer's requirements, or used in combination with other products, infringe a third party's intellectual-property rights — except to the extent finally adjudicated to result from our gross negligence or willful misconduct.
We will give Buyer prompt written notice of any claim for which we seek indemnity and will reasonably cooperate at Buyer's expense. Buyer will not settle any claim in a way that imposes any obligation, payment, or admission of fault on us without our prior written consent, and we may participate in the defense with counsel of our own choosing at our own expense.
Products may be subject to U.S. export-control and sanctions laws, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and regulations administered by OFAC. Buyer will comply with all such laws and will not export, re-export, divert, or transfer any Product, directly or indirectly, in violation of them, or to any restricted party, destination, or end use (including prohibited military, military-intelligence, missile, chemical, biological, or nuclear end uses) without required authorization. Buyer is responsible for its end-use and end-user compliance and will indemnify us for any violation.
Buyer Representations & Screening. Buyer represents and warrants that neither Buyer nor any of its owners, officers, or personnel involved in a transaction is identified on the U.S. Consolidated Screening List, OFAC's Specially Designated Nationals and Blocked Persons list, the BIS Entity or Denied Persons lists, or any equivalent restricted-party list, and that Buyer is not owned or controlled by, or acting for or on behalf of, any such party. Buyer will not sell, ship, transfer, or otherwise make Products available, directly or indirectly, to any restricted party or to or through any embargoed or sanctioned jurisdiction. Buyer will flow down the substance of this Section to its customers, will include any destination-control statement required by the EAR on its export documentation, will retain transaction records for at least five (5) years, and will make those records available to us or to U.S. authorities on request. Buyer will notify us promptly if it learns of any actual or suspected diversion, unauthorized re-export, or restricted end use of Products supplied by us.
End-Use Information. Upon our request, Buyer will promptly provide accurate and complete end-use, end-user, and destination information for any order, including end-use or end-user statements or certifications where we or applicable law require them. We may decline, suspend, or cancel any order at any time, without liability to Buyer and notwithstanding Section 4, if Buyer fails to provide requested information, if a screening or diligence result is unresolved, or if we determine in good faith that the transaction may violate applicable export-control, sanctions, customs, or other law. Buyer's obligations under this Section survive termination and are not limited by Section 13.
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, government action, sanctions or trade restrictions, cyberattack, fire, flood, severe weather, transportation or supply-chain disruption, allocation, or supplier failure. We may allocate available Products among our customers in any commercially reasonable manner, and may extend performance times or terminate the affected order accordingly without liability.
Each party will protect the other's non-public business information exchanged in connection with a transaction, using at least reasonable care, and will use it only to perform under these Terms.
Buyer acknowledges that the identity of our suppliers, sources, laboratories, and logistics partners, our sourcing methods and channels, our cost, margin, and pricing information, our inventory and availability positions, and the contents of our quotations and test reports are our confidential information and trade secrets, protected under the Florida Uniform Trade Secrets Act and the federal Defend Trade Secrets Act. Buyer will not disclose that information to any third party and will not use it to source Products directly or through anyone other than us. Documents accompanying a shipment — including packing lists, customs paperwork, certificates of conformance, and laboratory reports — are provided for Buyer's incoming inspection, quality records, and regulatory recordkeeping only. Nothing in this Section prevents Buyer from disclosing certificates of conformance, laboratory test reports, date-code and lot traceability data, and shipping documentation to its own customers, to a prime contractor, or to a government auditor, to the extent required by Buyer's quality system, its contractual flow-down obligations, or applicable regulation — provided Buyer discloses no more than is required and does not disclose our supplier identities, cost, or margin information.
This Section does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, or is independently developed without use of the disclosing party's information. If a party is compelled by law to disclose the other's confidential information, it will, to the extent legally permitted, give prompt written notice — and in any event within five (5) business days — and reasonably cooperate in seeking protective treatment. This Section survives for five (5) years after the parties' last transaction, and indefinitely as to information that qualifies as a trade secret. Our handling of personal information you submit is described in our Privacy Policy.
Non-Circumvention. Buyer acknowledges that we do not disclose the identity of our suppliers, sources, or laboratories in the documentation accompanying a shipment, and that any such identity Buyer learns, directly or indirectly, through the parties' dealings is our confidential information and trade secret as described in Section 17. For twelve (12) months after the later of our most recent shipment to Buyer or the end of the parties' relationship, Buyer will not, directly or indirectly, and will not permit its affiliates to, use that information to solicit, contact, or transact with any such supplier, source, or laboratory for the purpose of sourcing Products of the type we quoted or supplied, in a manner that bypasses us. This paragraph does not apply to any party with whom Buyer had a documented, pre-existing relationship before our disclosure, which Buyer can evidence in writing, or to any identity Buyer obtains from a source independent of the parties' dealings and without breach of any obligation owed to us.
Non-Solicitation of Personnel. For twelve (12) months after the later of our most recent shipment to Buyer or the end of the parties' relationship, Buyer will not, directly or indirectly, solicit for employment or engagement any of our employees or contractors with whom Buyer had contact in connection with a transaction. General advertising and job postings not specifically targeted at our personnel are not a breach of this paragraph, and nothing in this paragraph restricts any individual's ability to seek or accept employment on their own initiative. This paragraph is independent of the preceding paragraph, and a determination that either paragraph is unenforceable does not affect the other.
The parties agree that the protection of our trade secrets, and of our substantial relationships with specific existing and prospective suppliers, are legitimate business interests under Fla. Stat. §542.335(1)(b), and that the duration, scope, and geographic reach of this Section are no greater than reasonably necessary to protect them. Buyer acknowledges that a breach of this Section would cause harm not adequately compensable in damages, that we may seek injunctive relief in addition to any other remedy, and that Section 13 does not limit Buyer's liability under this Section. Nothing in this Section limits our rights under Section 17, the Florida Uniform Trade Secrets Act, or the federal Defend Trade Secrets Act, which apply independently of this Section and for the periods stated in Section 17.
Neither party will make or publish any statement about the other that is false, misleading, or made with reckless disregard for its truth — including in industry reporting or ratings databases, review platforms, customer or supplier communications, marketing materials, and social media. Before publishing any public report, rating, or complaint concerning a transaction, the reporting party will give the other written notice describing the issue with reasonable particularity, will fairly reflect any response it receives in what it publishes, and will update the publication if the matter is resolved. Nothing in this Section delays or conditions either party's right to publish.
Nothing in this Section restricts either party from making truthful statements; from reporting suspect counterfeit, nonconforming, or unlawful product or conduct to ERAI, GIDEP, a component manufacturer, an affected customer, or any government authority; from responding truthfully to a subpoena, regulator, auditor, or other legally binding request; or from asserting or defending a claim. Neither party may use the other's name, logo, or trademarks in advertising or as a reference without prior written consent, except that either may accurately identify the other in response to a customer or regulatory due-diligence request.
These Terms govern each order and continue to apply to the parties' dealings until terminated. Either party may end the ongoing relationship for convenience on thirty (30) days' written notice. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen (15) calendar days after notice, becomes insolvent, makes an assignment for the benefit of creditors, admits in writing an inability to pay its debts as they come due, or has a receiver, trustee, or bankruptcy petition filed by or against it that is not dismissed within sixty (60) days.
We may also suspend or terminate any order or the relationship immediately, without liability, if we determine in good faith that continued performance would violate applicable law or our export-control, sanctions, or counterfeit-avoidance obligations. Termination does not relieve Buyer of its obligations on orders already accepted — including its NCNR obligation under Section 4 and its payment obligations — and does not affect any right or remedy that has already accrued. Sections identified as surviving in Section 22 continue in effect after termination.
These Terms are governed by the laws of the State of Florida, including the Florida Uniform Commercial Code, without regard to conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. The parties will first attempt in good faith to resolve any dispute through mediation; if mediation has not resolved the dispute within thirty (30) days after a written demand for mediation, either party may commence arbitration. Any dispute not resolved by mediation will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Pinellas County, Florida, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class or representative action; disputes will be resolved only on an individual basis. Two matters are carved out of arbitration: either party may seek injunctive relief (including under Sections 17 and 18), and either party may bring an action for undisputed liquidated amounts owed to it, in the state or federal courts located in Pinellas County, Florida, to which the parties consent to jurisdiction and venue. The prevailing party in any proceeding is entitled to recover reasonable attorneys' fees and costs. Where the amount in controversy is twenty-five thousand dollars ($25,000) or less, either party may elect to have the dispute heard by a single arbitrator on the written submissions alone, and the parties will bear the arbitrator's compensation and AAA administrative fees equally, subject to reallocation in the award.
Time Limit on Claims. Except for Buyer's payment obligations and amounts we seek to collect, any action for breach of any contract for sale between the parties — including any claim for breach of the Limited Warranty in Section 8 — must be commenced within one (1) year after the cause of action accrues, as permitted by Fla. Stat. §672.725(1), and is otherwise barred. Any other claim is governed by the limitation period the law provides for it.
These Terms are the entire agreement between the parties and supersede all prior understandings on their subject matter. If any provision is held unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted, including by a tribunal reducing its duration or scope rather than striking it. Our failure to enforce a provision is not a waiver, and no waiver is effective unless in writing. Buyer may not assign an order or these Terms without our written consent; we may assign to an affiliate or to a successor to all or substantially all of our business. Any assignment in violation of this Section is void. We may update these Terms from time to time. The version in effect when we accept an order governs that order, and is the version published at americanmicro.io/terms on the date of our acceptance or the version linked from or attached to our quotation or order acknowledgment. Headings are for convenience only. "Business day" means Monday through Friday, excluding U.S. federal holidays, Eastern Time.
Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, franchise, or agency relationship, and neither party may bind or incur obligations on behalf of the other.
Notices. Notices must be in writing and are effective when sent to the email address or mailing address shown on our invoice or on Buyer's purchase order, or to such other address as a party designates in writing.
Survival. Provisions that by their nature extend beyond delivery or payment — including payment obligations, our security interest, Sections 7 through 15, Sections 17 through 19, and Sections 20 through 22 — survive completion, cancellation, or termination of any order.
No Third-Party Beneficiaries. These Terms are for the benefit of Buyer and American Microelectronics only, and create no rights in any other person or entity.
Electronic Dealings. Orders, acceptances, notices, and agreements under these Terms may be made and delivered electronically (including by email), and electronic records and signatures have the same force as originals.
American Microelectronics LLC · 7901 4th St N, Ste 300, St. Petersburg, FL 33702 · sales@americanmicro.io · (727) 339-0096