Chip 1 Exchange USA, Inc. Purchase Order Terms and Conditions
1.) All parts must be in factory-sealed packaging, new and unused.
2.) SUPPLIER acknowledges that all orders are placed with the understanding that time is of
3.) Any late or short shipments are cause for cancellation by Chip 1 Exchange USA, Inc.
(“Chip One”) without Chip One incurring any additional costs or obligations.
4.) SUPPLIER agrees that fraudulent/counterfeit parts have no value and any contract
documents establishing a transaction involving fraudulent/counterfeit parts shall be
declared “null and void.”
5.) SUPPLIER and Chip One hereby agree that if Chip One or a testing laboratory chosen by
Chip One determines that the electronic parts supplied are suspect/fraudulent/counterfeit,
then SUPPLIER has the right to: 1) agree with Chip One’s findings and the transaction
will be cancelled; or 2) verify Chip One’s findings by contracting with a Chip One approved
and SUPPLIER-recognized test laboratory (hereafter referred to as “lab”) for
6.) Since any dispute between Chip One and SUPPLIER may be resolved in a civil
proceeding whether in a court of law or in an arbitration, the appropriate burden of proof
required for Chip One to establish that the suspect parts are fraudulent/counterfeit shall
be preponderance of the evidence, which means that Chip One must establish that it is
more likely than not that the suspect parts are fraudulent/counterfeit unless Chip One is
trying to establish fraud, which would then raise Chip One burden of proof to a clear and
convincing evidence standard. However, if for whatever reason, the issue of the
authenticity of the suspect parts is raised during a criminal proceeding, then the burden of
proof that the suspect parts are fraudulent/counterfeit shall be that the suspect parts are
fraudulent/counterfeit beyond a reasonable doubt.
7.) If SUPPLIER accepts Chip One’s findings and chooses to immediately void the
transaction, the suspect electronic parts will not be returned to SUPPLIER unless and/or
until an independent lab agreed to by both SUPPLIER and Chip One determines that the
electronic parts are not suspect fraudulent/counterfeit or fraudulent/counterfeit. Under
these circumstances, Chip One shall retain possession of the suspect electronic parts for a
time period at least as long as the applicable statute of limitations under the appropriate
authority(ies) having jurisdiction following the date upon which SUPPLIER received
notification from Chip One that it was choosing to immediately void the transaction
between them. Once this period has expired, then Chip One shall have the absolute right
to destroy the suspect electronic parts. If SUPPLIER exercises its right to have an
independent lab determine whether the suspect electronic parts are fraudulent/counterfeit
and the lab verifies the findings that the subject electronic parts are either suspect
fraudulent/counterfeit or fraudulent/counterfeit, then SUPPLIER must issue an immediate
refund of all monies paid by Chip One. Chip One and SUPPLIER agree that whether or
not SUPPLIER refunds all monies paid by Chip One, Chip One shall have the absolute
right to reacquire possession of the subject electronic parts from the lab in order to
prevent the subject electronic parts from being offered for sale through any channels of
distribution. In the event that SUPPLIER pursues its supplier, either in civil or criminal
proceedings, SUPPLIER shall have the right, upon request, to receive and use a mutually
agreeable sample quantity of the parts sold for the purpose of pursuing its remedies.
Upon completion of testing, samples will be returned to SUPPLIER who will then return
them to Chip One. Chip One and SUPPLIER agree that Chip One shall have the right to
destroy the suspect electronic parts after expiration of the applicable statute of limitations
under the appropriate authority(ies) having jurisdiction. Notwithstanding the above, if
Chip One and SUPPLIER agree, in writing, that the parts can be immediately destroyed,
the parts will be destroyed per their agreement so long as all civil or criminal actions, in
which the suspect electronic parts are the subject of the action, have been completed.
8.) Notice must be provided within ten days after receipt of this purchase order that
SUPPLIER is unable to supply the complete order by the date specified. Failure to
provide notice within that time will cause SUPPLIER to be subject to any and all
damages suffered by Chip One due to its failure to receive the ordered parts in a timely
9.) Any dispute, controversy or claim arising out of or relating to this contract, including
the validity, invalidity, breach, or termination thereof, shall be finally settled by binding
arbitration [administered by the American Arbitration and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration
shall be conducted in English in Los Angeles, CA United States in accordance with United States
Arbitration Act and the substantive law of the state of California.
There shall be one arbitrator named in accordance with such rules.
10.) Before any legal action is filed concerning this purchase order, SUPPLIER and Chip One
agree to participate in mediation before a neutral mediator that will last a minimum of
four hours unless the matter is resolved in less than that amount of time.
11.) If any dispute arises between SUPPLIER and Chip One and a lawsuit is filed, the
prevailing party will be entitled to recover their reasonable attorneys’ fees and costs.
12) Any terms and conditions submitted and/or offered by SUPPLIER shall be deemed
additional terms and shall be considered null and void and unenforceable under this