Terms & Conditions

These Terms & Conditions (the "Terms") govern your access to and use of navitaschip.com and any related procurement, quoting, and fulfillment services (collectively, the "Services") operated by Navitas Electronic Technology (Shenzhen) Co., Ltd. ("NavitasChip", "we", "us", or "our").

NavitasChip is an independent distributor of electronic components serving business customers worldwide. By submitting a Request for Quote (RFQ), placing an order, creating an account, or otherwise using the Services, you confirm that you are acting on behalf of a business entity, that you have authority to bind that entity, and that you accept these Terms in full.

If you do not accept these Terms, do not use the Services.

1. Definitions

In these Terms, the following capitalized words have the meanings set out below:

• Customer — the business entity on whose behalf you submit an RFQ, place an order, or use the Services.
• Order — a confirmed purchase of one or more parts evidenced by an Order Confirmation issued by NavitasChip.
• Quote — a written or system-generated price and availability response we issue to a Customer's RFQ, valid for the period stated on its face.
• MPN — Manufacturer Part Number.
• OEM — Original Equipment Manufacturer of an electronic component (e.g., Texas Instruments, Analog Devices, STMicroelectronics).
• Authenticity-Verified — parts that have been processed through our Counterfeit Avoidance Program and, where requested, subjected to lab inspection by an ISO/IEC 17025-aligned laboratory partner.
• 60-Day Quality Pledge — our return window for parts found non-conforming on incoming inspection or during pre-production validation, as further described in our Return Policy.
• Incoterms — the Incoterms 2020 rules published by the International Chamber of Commerce.
• Force Majeure Event — as defined in §16.

2. Acceptance of Terms

You accept these Terms when you do any of the following:

• Submit an RFQ, BOM upload, or quote request through the Services
• Create an account on navitaschip.com
• Place an Order or sign an Order Confirmation
• Pay an invoice issued by NavitasChip
• Use any data, content, or feature of the Services

These Terms apply alongside any Order Confirmation, master purchase agreement, or non-disclosure agreement we have signed with you. In the event of conflict, the order of precedence is: (a) signed master agreement, (b) Order Confirmation, (c) these Terms, (d) any other published policy.

3. Eligibility and Account

The Services are intended for business-to-business (B2B) procurement only. To use the Services you must:

• Be at least 18 years old and have legal capacity to contract under the laws of your jurisdiction
• Be acting on behalf of a registered business or other legal entity
• Not be located in, or acting on behalf of any person located in, a country or territory subject to comprehensive trade sanctions
• Not appear on the U.S. OFAC SDN list, the EU consolidated sanctions list, the UK HMT list, or any equivalent denied-party list applicable to the transaction

If you create an account, you are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at [email protected] if you suspect unauthorized access.

We may decline to open an account, refuse to issue a Quote, or refuse to accept an Order at our discretion, including for credit, sanctions, export-control, or risk-management reasons.

4. Independent Distributor Status

NavitasChip is an independent distributor operating in the electronic components spot market. Unless expressly stated in writing, NavitasChip:

• Is not an authorized distributor or franchised distributor of any OEM
• Is not affiliated with, sponsored by, or endorsed by any OEM
• Does not receive parts directly from OEM factory production allocation
• Sources parts from a vetted network of independent suppliers, excess inventory channels, and the open spot market

References to OEM names, brand names, logos, MPNs, or datasheets on the Services are for identification purposes only and remain the property of their respective owners. Their appearance does not imply any endorsement, partnership, or authorization.

This independent status is fundamental to the pricing, lead times, and risk profile of the Services. By using the Services, you acknowledge and accept this status.

5. RFQ and Quote Formation

You may submit RFQs through the Services or by direct contact with our sales team. RFQs are not binding on either party.

Quotes we issue are invitations to treat, not binding offers, unless expressly marked as a "Firm Offer" with a specified validity window. Quotes are subject to:

• The validity period stated on the Quote (typically 24 to 72 hours for spot-market parts; longer for firm-stock items)
• Prior sale (parts can be sold to another buyer before your acceptance)
• Verification of your identity, business standing, and sanctions clearance
• Continued availability of the underlying inventory at our sourcing partners
• Currency-rate stability for non-USD Quotes

We may withdraw, modify, or correct a Quote at any time before you have accepted it and we have issued an Order Confirmation. Manifest pricing or quantity errors (e.g., a unit price off by an order of magnitude) do not create a binding contract even if you have submitted a purchase order against the erroneous Quote.

6. Order Acceptance and Formation

A binding contract for sale is formed only when both of the following have occurred:

• We have received your purchase order, signed Quote, or written confirmation referencing a valid open Quote
• We have issued a written Order Confirmation acknowledging the Order

Pre-payment, deposit receipt, or sales-team verbal confirmation alone does not constitute Order acceptance.

We reserve the right to refuse an Order, in whole or in part, after receipt of your purchase order, including where the underlying inventory becomes unavailable, where authenticity inspection produces a non-conforming result before shipment, or where credit, sanctions, or export-control diligence raises concerns. In such cases, any pre-payment received is refunded in full, less verifiable bank or processor fees.

7. Pricing, Taxes, and Payment

7.1 Pricing

Prices are quoted in the currency stated on the Quote. We support quotes and invoicing in the following 10 major currencies: USD, EUR, GBP, HKD, JPY, SGD, CNH, AUD, CAD, NZD. Rates between currencies are set at the time of Quote issuance and may be adjusted on Quotes issued more than 7 days before payment if exchange-rate fluctuation exceeds 3%.

Unless expressly marked "DDP" or "delivered duty paid", prices exclude:

• Sales tax, VAT, GST, and similar transaction taxes at the destination
• Customs duties, import taxes, and broker fees at the destination
• Inland freight at destination
• Bank wire fees, currency conversion spreads, and intermediary bank charges

You are responsible for these excluded charges where they apply.

7.2 Payment Terms

Default payment terms are payment in advance (T/T wire) or PayPal at checkout. Open-account terms (e.g., Net 30) may be extended to vetted Customers after credit review and signing of a master agreement.

Accepted payment methods:

• Bank wire transfer (T/T) to our international banking partners; transfer instructions are provided on the invoice and via encrypted channels
• PayPal, including PayPal account balance and major credit cards (Visa, Mastercard, Amex) processed via PayPal under their PCI-DSS Level 1 certification
• Other methods only where expressly agreed in writing

We do not store full credit card numbers on our servers. Card processing is performed by PayPal under their certified environment.

7.3 Late Payment

Invoices on open-account terms that remain unpaid past the due date accrue interest at the lower of (a) 1.5% per month or (b) the maximum rate permitted by applicable law. We may suspend pending shipments or new Quotes for any Customer with overdue balances.

8. Shipping, Delivery, and Risk Transfer

8.1 Incoterms

Unless otherwise agreed in writing, all shipments are made under Ex Works (EXW) Shenzhen under Incoterms 2020. Other terms (FCA, CPT, CIP, DAP, DDP) may be quoted on request.

8.2 Risk and Title

Under EXW, risk and title pass to the Customer when the goods are made available at our origin warehouse. Under FCA, risk passes when the goods are handed to the carrier. We will identify the precise risk-transfer point on each Order Confirmation.

8.3 Lead Times and Delivery Estimates

Lead times stated on Quotes and Order Confirmations are good-faith estimates based on supplier representations and prevailing freight conditions. They are not guaranteed delivery dates. We are not liable for delivery delays caused by carriers, customs authorities, weather, supplier reschedules, or Force Majeure Events.

8.4 Carriers

We dispatch via DHL, FedEx, UPS, and similar global couriers. The Customer is responsible for providing complete and accurate ship-to and customs information. Reroute requests after dispatch may incur additional fees.

9. Authenticity and Quality

9.1 Counterfeit Avoidance

Every Order is processed through our Counterfeit Avoidance Program, which includes supplier vetting, lot traceability documentation where available, and visual inspection at our Shenzhen QA hub.

9.2 Authenticity-Verified

Where requested at the time of Quote, parts are subjected to additional Authenticity-Verified inspection by an ISO/IEC 17025-aligned laboratory partner. Authenticity-Verified inspection is a billable value-added service unless expressly bundled with the Quote.

We do not represent or warrant that parts are guaranteed authentic without lab inspection. Inspection is provided "as inspected" and the laboratory's report is the conclusive record of inspection results.

9.3 Aligned Standards

Our processes are aligned with the principles of ISO 9001 quality management and AS6081 counterfeit detection methodology. NavitasChip does not currently hold AS9120 or AS6081 certifications and does not represent that it does. Where customers require parts sourced through a fully certified channel, please advise at the time of RFQ so that we can decline or refer the request.

9.4 60-Day Quality Pledge

Parts found non-conforming on Customer's incoming inspection or pre-production validation may be returned for refund, replacement, or credit under our 60-Day Quality Pledge, subject to the conditions in our Return Policy.

10. Returns and RMA

Returns are governed by the separate Return Policy posted on the Services. The Return Policy is incorporated into these Terms by reference. In the event of conflict between these Terms and the Return Policy, the Return Policy controls for matters within its scope.

In summary:

• Return requests must be submitted within 60 days of delivery
• A Return Material Authorization (RMA) number must be obtained before shipping any parts back
• Parts must be in original packaging with manufacturer markings intact
• Return freight terms vary by reason for return (manufacturing defect, counterfeit finding, Customer error)
• Restocking fees may apply to non-defective returns

11. Intellectual Property

11.1 Ownership

All content on the Services — including text, graphics, the navitaschip.com logo, the NavitasChip word mark, software, and the structure and selection of MPN data — is owned by NavitasChip or its licensors and is protected by copyright, trademark, and other intellectual property laws.

11.2 OEM Trademarks

OEM names, brand names, logos, MPNs, datasheets, and product images displayed on the Services are the property of their respective owners. They appear on the Services for the sole purpose of identifying the parts available for purchase and do not imply endorsement, sponsorship, or authorization by the OEM.

11.3 Limited License to Use the Services

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for the purpose of evaluating and purchasing parts for your business. You may not:

• Scrape, crawl, or systematically harvest data from the Services without our prior written consent
• Reverse-engineer, decompile, or attempt to extract the source code of the Services
• Resell, sublicense, or commercialize access to the Services
• Use the Services to compile a competing parts catalog or pricing database

11.4 Customer Submissions

Material you submit to the Services (RFQs, BOMs, order documents, communications) remains your property. You grant us a non-exclusive license to use that material for the purpose of providing the Services to you, including sharing it with our supplier network, lab partners, logistics carriers, and tax or compliance advisors as necessary.

12. Export Controls and Sanctions

The Services are subject to export-control and sanctions laws of multiple jurisdictions, including but not limited to the U.S. Export Administration Regulations (EAR), the U.S. International Traffic in Arms Regulations (ITAR) where applicable, the EU dual-use regulation, the UK export-control regime, and the export-control laws of the People's Republic of China.

By placing an Order, you represent and warrant that:

• You are not located in, and will not export the parts to, a country or territory subject to comprehensive trade sanctions
• Neither you nor any of your principals appear on the OFAC SDN, EU consolidated, UK HMT, or UN Security Council sanctions lists
• The end use of the parts does not involve military, weapons-of-mass-destruction, or other prohibited end uses without the required government license
• You will obtain any required export, re-export, or import license at your own cost

We may suspend or refuse any Order that, in our reasonable judgment, presents export-control or sanctions risk.

13. Confidentiality

Information exchanged between NavitasChip and the Customer in connection with an RFQ or Order — including BOMs, target prices, target delivery dates, end-use information, and pricing — is treated as confidential and used only for the purpose of providing the Services, unless the information (a) is publicly known through no breach by the receiving party, (b) was lawfully known before disclosure, (c) is independently developed without use of the disclosed information, or (d) must be disclosed under applicable law or court order.

This obligation continues for 3 years after the relationship ends, except for trade-secret information, which is protected for as long as it remains a trade secret.

14. Limitation of Liability

14.1 Disclaimer of Warranties

Except for the express warranties stated in §9 and the 60-Day Quality Pledge, the Services and all parts sold are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, NavitasChip disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of MPN, datasheet, or compliance data.

14.2 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, NavitasChip is not liable for any:

• Loss of profit, revenue, business opportunity, or anticipated savings
• Loss of goodwill, reputation, or customer relationships
• Loss of data, interruption of business, or downtime
• Cost of cover, substitute goods, or production-line stoppage
• Indirect, special, incidental, consequential, exemplary, or punitive damages

This exclusion applies regardless of the legal theory (contract, tort, strict liability, statute) and even if NavitasChip has been advised of the possibility of such damages.

14.3 Cap on Direct Damages

Our total aggregate liability for direct damages arising out of or relating to a specific Order is capped at the invoice price actually paid for that Order. Our total aggregate liability across all claims and Orders in any 12-month period is capped at the total amount paid by the Customer to NavitasChip in the preceding 12 months.

14.4 Carve-outs

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, death or personal injury caused by negligence, or any other liability that mandatory law prohibits from being limited or excluded.

15. Indemnification

You agree to defend, indemnify, and hold harmless NavitasChip, its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, action, loss, damage, or reasonable cost (including reasonable attorneys' fees) arising out of:

• Your breach of these Terms or any Order Confirmation
• Your violation of export-control or sanctions laws in connection with parts purchased from us
• Your end use of parts in applications you have not disclosed to us, including military, aerospace, life-support, or safety-critical applications where you have not obtained our prior written agreement
• Your infringement of any third-party intellectual property right by your use, modification, or onward sale of parts
• Information you submit to the Services that infringes any right of any third party

We will notify you promptly of any claim subject to indemnification, provide reasonable cooperation at your expense, and allow you to control the defense and settlement, provided that any settlement requiring action by us or admitting our liability is subject to our prior written consent.

16. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics or pandemics, port closures, customs blockades, embargoes, government acts, supplier bankruptcy, semiconductor allocation events, internet or power outages, and similar events (each a "Force Majeure Event").

The affected party shall notify the other party as promptly as reasonably practicable and shall use reasonable efforts to resume performance. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Order by written notice, in which case any pre-payment for undelivered parts is refunded.

17. Term, Suspension, and Termination

These Terms remain in effect for as long as you use the Services or have an open Order with us.

We may suspend or terminate your access to the Services at any time, with or without notice, for:

• Breach of these Terms
• Overdue invoices
• Sanctions, export-control, or fraud concerns
• Conduct that is abusive, threatening, or harmful to our staff or systems
• Discontinuance of the Services in your jurisdiction

Provisions that by their nature should survive termination — including §4, §11, §12, §13, §14, §15, §18, §19 — survive termination of these Terms.

18. Modifications to These Terms

We may modify these Terms from time to time. The current version is identified by the "Last updated" date displayed at the top of the page. Material changes affecting your rights or obligations under open Orders will not be applied retroactively to those Orders without your consent.

For prospective changes, your continued use of the Services after the effective date of the modified Terms constitutes acceptance.

19. Notices, Governing Law, and Arbitration

19.1 Notices

Notices to NavitasChip must be sent to:

Navitas Electronic Technology (Shenzhen) Co., Ltd.
Attn: Legal
Unit 3601-B8, Building A, Galaxy Century
No. 3069 Caitian Road, Gangxia Community
Futian Street, Futian District
Shenzhen, Guangdong, China 518048
Email: [email protected]

Notices to the Customer are sent to the contact email and address on file in your account or in the most recent Order Confirmation.

19.2 Governing Law

These Terms are governed by, and shall be construed in accordance with, the laws of the People's Republic of China, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19.3 Arbitration

Any dispute arising from or relating to these Terms or any Order that cannot be resolved through good-faith negotiation within 30 days shall be submitted to the Shenzhen Court of International Arbitration (SCIA) for arbitration in accordance with the SCIA arbitration rules in force at the time of submission.

• The seat of arbitration shall be Shenzhen.
• The language of arbitration shall be English.
• The tribunal shall consist of one arbitrator for disputes under USD 100,000 in claimed amount, and three arbitrators otherwise.
• The arbitral award shall be final and binding on both parties.
• Each party bears its own costs unless the tribunal awards costs to the prevailing party.

19.4 Equitable Relief

Notwithstanding §19.3, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property, trade secrets, or confidential information, pending or in aid of arbitration.

19.5 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to be enforceable.

19.6 Entire Agreement

These Terms, together with any signed master agreement, Order Confirmation, and incorporated policy (Privacy Policy, Return Policy, Shipping Policy), constitute the entire agreement between you and NavitasChip with respect to the Services and supersede all prior or contemporaneous agreements, representations, and understandings on the subject matter.