1.1. We are Digi-Key Corporation’s (“Digi-Key”) logistics partner in India; and we facilitate sale of electronics and other related products (“Products”) that customers choose to purchase from Digi-Key Corporation’s website, www.digikey.in via the Indian National Rupee (“INR”) checkout route (hereinafter, “Services”). The terms pertaining to purchase/ sale of Products are set-forth in Clause 4 of this Terms of Use.
1.2. This Terms of Use is an electronic record and does not require any physical, electronic or digital signatures. This Terms of Use constitutes a legal agreement between you and Aqtronics Technologies Private Limited (“us”, “our”, “we”, “Company”) with respect to your access and/ or use of our [cart-page/ web-page/ check-out page located at [https://checkout.aqtronics.com/] (hereinafter, “Platform”). The Company and the User (defined below) are hereinafter collectively referred to as the “Parties” and individually as a “Party.” Further, for the purposes of this Terms of Use, the terms:
(a) “Company Content” shall mean and include material/ content in the form of text, images, video, graphics, audio-visual works, and any other work or material available through, contained in, displayed at, communicated through, reproduced at or by the Platform that is owned by or licensed to the Company. Further, it also includes the design, structure, selection, coordination, expression, look, feel and arrangement of the Platform.
(b) “Force Majeure Event” shall mean any event that is beyond the Company’s reasonable control and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, pandemic, epidemic, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorised access to computer, computer system or computer network, computer crashes, breach of security and encryption (provided they are beyond our reasonable commercial control), power or electricity failure or unavailability of adequate power or electricity.
(c) “User” or “you” or “your” shall refer to person(s) (individual(s) or entity/ies) who access and/ or use our Platform as well as customers who avail our Services.
2.1. Access, use and browsing of the Platform and the use of our Services is only authorized subject to your compliance with these Terms of Use and all applicable laws. If you do not agree to these Terms of Use, you should not use our Platform and/ or Services. These Terms of Use shall apply whenever you access or use the Platform and/ or our Services. By accessing or using our Platform and/ or our Services, you agree that you have read, understood, and agreed to be bound by the Terms of Use.
2.2. Upon your consenting to the Terms of Use and any other policies of the Company (which are incorporated by reference into this Terms of Use), and other arrangements executed with the Company, if any, the Company hereby grants you a limited, revocable, non-assignable and non-exclusive licence to access and/ or use the Platform and/ or avail our Services, and the Company will use reasonable commercial efforts to provide you the Services.
2.3. The Services available to you may vary depending on the nature of your arrangement with us. Further, we may, in our sole determination, add, modify, or remove any of the Services, from time to time, without special notice to the Users. Any new features, tools, products or services that are added to the Platform, and/ or the subject matter of the Services shall also be subject to the Terms of Use. You can review the most current version of the Terms of Use at any time on the Platform. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/ or changes. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of or access to the Platform and/ or use of the Services following the posting of any changes constitutes your acceptance of those changes. Deviations from and/ or additions to these Terms of Use are only valid if agreed to explicitly by the Parties.
3.1. You represent and warrant that all the information you provide in connection with your account created with the Company, where applicable, is accurate, and it is your responsibility to ensure the accuracy of all such information, at all times.
3.2. Your account with us is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You will be responsible for all activity that occurs under your account credentials, and you agree to preserve the confidentiality of your account credentials.
3.3. If you have any reason to believe that there is any breach of secrecy with regard to your account or that your account has been accessed by a third party, you should notify us immediately.
4.1. Order placement : Upon the User placing the order(s) on the Digi-Key Website and opting to purchase the Products via the INR checkout route, the Users will be directed to the Platform for processing of payments.
4.2. Pricing and payments : The prices displayed on the Platform are in INR, and include applicable import duties, taxes, handling charges, and shipping fees. Payments must be completed via the approved payment methods listed on the Platform. All transactions are final and binding on the Parties. No changes can be made to the order once payment is completed. Upon successful completion of the payment, the Company will process the order and forward the details to Digi-Key for order fulfilment.
4.3. Fulfilment services :
(a) Upon receiving the Products from Digi-Key, the Company will onward provide the requisite fulfilment services to you on behalf of Digi-Key, by facilitating delivery of the Product(s) to your specified address.
(b) Estimated delivery times are based on Digi-Key’s shipping/ fulfilment policies and are subject to customs clearance and international shipping regulations. The Company is not liable for delays caused by Digi-Key, customs, or courier services or for such other reasons that are not attributable to gross negligence on the part of the Company.
4.4. Cancellations, returns, refunds :
(a) You understand, agree, and acknowledge that the Products are non-cancellable and non-returnable, except in case of shipping errors on the part of Digi-Key or defective products. In such cases, the Products are returnable in accordance with Digi-Key’s return policies. Users must initiate any return requests through the Company, which will coordinate with Digi-Key. Refunds, if applicable, will be processed as per Digi-Key’s return & refund policies and may be subject to deductions for handling and transaction fees.
(b) In any case, the Company reserves the right to cancel any order at any time, in which case, the User will be notified and a refund will be processed as per Digi-Key’s refund policy.
4.5. The title to, and the risk of loss in the Products shall be passed to you upon delivery of Products at your designated address.
You understand, agree and acknowledge that the Company (or its licensors) solely and exclusively owns all rights, title and interest, including our intellectual property rights (“IPR”) such as trade mark rights, copyright, patents, trade secrets, design rights (wherever applicable) and any other rights whether recognised by law or business practice or otherwise, whether vested, contingent or future, and whether or not currently recognised in any jurisdiction in the world (expressly including any and all renewals, revivals, revisions and extensions rights thereof) which subsist in or arise in relation to our business, operations, technologies, algorithms, Company Content, Platform, and/ or our Services. Nothing in these Terms of Use shall be construed to mean that you or any third party have any right, title or interest whatsoever in relation to the foregoing.
6.1. You are solely responsible for any and all content you display on, or transmit via or upload on the Platform or otherwise send to us by any other means, and the Company disclaims all liability and responsibility even if the Company enables you to upload such content onto the Platform and/ or to otherwise transmit it to us. By submitting content to us, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content in any and all media or distribution methods (now known or later developed) and to associate your content with you, in connection with the Services.
6.2. Users are not permitted to upload, transmit, distribute or otherwise publish through the Platform or transmit to us, any content or comments which inter alia are, and/ or could be considered, to:
(a) be defamatory, obscene, threatening, invasive of privacy, infringing intellectual property rights, proprietary rights, publicity rights or any other rights;
(b) be abusive, illegal or otherwise objectionable that would constitute or encourage a criminal offence, violate the rights of any party, or that would otherwise give rise to liability or violate any law; or
(c) contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.
7.1. You agree to use the Platform only: (a) for purposes permitted by the Terms of Use; (b) in accordance with applicable law; and (c) for availing the Services. You agree not to engage in activities that may adversely affect the use of the Platform or Services by us or other Users. Further, your use of our Platform and/ or Services shall solely be for your personal and non-commercial use.
7.2. You agree not to access (or attempt to access) the Platform and/ or our Services by any means other than through the interface that is provided by us. You shall not copy, distribute, upload, publish, modify, translate, broadcast, display, sell, transmit or retransmit any Company Content or anything subject to our rights or create any derivative work and/ or content based on any content or rights which is not owned by you or interfere with, or circumvent any right(s) associated with the Company.
7.3. You understand that the Platform/ Services, may contain third-party content (including opinion and views submitted to us by other Users or third parties). We expressly disclaim any liability arising out of such third-party content. Further, if the Platform provides links to other websites, destinations (including payment gateways), you should not infer or assume that we operate and/ or control it. In such cases, you will be deemed to be governed by the terms of use and privacy policies of such third-party platforms. You agree and understand that the Company assumes no responsibilities for content on such third-party websites.
7.4. We may provide you with access to third-party tools which we neither monitor nor over which we have any control or input. You acknowledge and agree that we provide access to such tools 'as is' and 'as available' without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of such third-party tools. Any use by you of such third-party tools offered by us through the Platform or otherwise, is entirely at your own risk and discretion; and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
8.1. The User explicitly agrees to fully indemnify and hold harmless the Company and its employees, directors, shareholders, licensors and affiliates from and against any and all actions, claims, charges, costs, demands, damages, losses, expenses, suits, proceedings, and liabilities of whatever nature and howsoever arising (including, but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss, whether or not pecuniary), incurred or suffered by any or all of them, directly or indirectly, by reason of: (a) any breach by the User of this Terms of Use, or Privacy Policy of the Company, or any other agreement that it may have entered into with the Company; (b) violation of any applicable law by the User; or (c) any third-party claim; or any other reason attributable to the User.
8.2. You acknowledge that the Platform and/ or the Services are made available on an “as-is” basis; and the Products are delivered to you on an as-is basis. We do not guarantee, represent or warrant in any manner that your use of our Platform and/ or Services will be uninterrupted, timely, secure or error-free, or that the results that may be obtained from the use of the Platform and/ or Services will be accurate or reliable or effective in nature. You understand and accept that the reliance on the Platform and/ or Services is solely at your own judgment and risk. You should take all responsibility for your own actions in utilising the Platform and/ or Services, and we shall not be liable for any such action or consequence thereof.
8.3. You hereby specifically acknowledge that the Company is a mere distributor of the Products, and only provides logistical, payments and fulfilment services vis-à-vis the Products on behalf of Digi-Key. The Company distributes the Products on an as-is basis, and does not make any representations, warranties, guarantees, or other commitments regarding the Products. The Company is not the manufacturer or brand owner of the Products; and has no control over the Product availability, specifications or pricing; all of which are determined by Digi-Key. The Company hereby expressly disclaims liability for any defects or malfunctions in the Products; or any other Product-related issues. For any Product-related information, please visit the Digi-Key Website.
8.4. Further, you hereby agree and acknowledge that while the Company will make reasonable commercial efforts to deliver the Product(s) within timelines indicated to you, the Company shall have no liability for any failure or delay in delivering the Products to the extent that any such failure or delay is not due to the Company’s gross negligence; and the Company expressly disclaims liability in this regard.
8.5. The Company explicitly disclaims all warranties, express or implied, (whether direct or indirect, or pecuniary or otherwise) including, without limitation the implied warranties of merchantability, completeness and fitness for a particular purpose, for any errors or omissions therein, and for any results which may be/ are obtained/ obtainable in relation to the Products, the use of the Platform and/ or our Services, including non-infringement with respect to any Company Content. Further, no advice, course of conduct or information, whether oral or written, obtained by you from the Company or through the Platform shall create any warranty or liability onto the Company. The User agrees to such disclaimer of liability, and agrees that it is reasonable.
8.6. You further understand that when using the Platform and/ or our Services, you may be exposed to content from a variety of sources, and that the Company is not responsible for the accuracy, usefulness, safety or intellectual property rights of, or relating to, such content on the Platform. The Company may, but is not obligated to, monitor or control the content. Any use or reliance on any content is at your own risk.
8.7. Each User explicitly agrees that under no circumstances shall the Company and/ or its employees, directors, shareholders, associates, licensors and/or affiliates be liable for any claims, charges, demands, damages, liabilities, losses, and expenses of whatever nature and howsoever arising, including, without limitation any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a computer or electronic virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if any/all of them has/have been advised of the possibility of such damages or losses, arising out of or in connection with the use of the Platform and/ or the Services and/ or the Products, any third-party products and services viewable at/ through Platform, or any third-party site including any linked site or referred site.
8.8. Subject to the aforementioned clauses, the indemnification obligations of the Company, its affiliates, shareholders, employees, agents, officers, and directors (“Company Indemnifiers”) (regardless of the form of action, whether in contract, tort, or otherwise) for any claims by the Users, on account of any losses, liabilities, damages or expenses, shall be limited to the price of the specific Product(s) in relation to which the claim arose. In any event, they will need to be claimed within 30 (thirty) days of such issues arising onto the Users. In the event a User uses the Platform/ Services without purchasing the Product(s) or availing our Services, the collective liability of the Company Indemnifiers, to any party (regardless of the form of action, whether in contract, tort, or otherwise), will not exceed INR 500 (Indian National Rupees Five Hundred).
9.1. You represent and warrant that:
(a) you are a person of legal age to form a binding contract, in accordance with the applicable laws of the territory/ country from where you are accessing/ using the Platform or our Services.
(b) in case you are accessing/ using the Platform/ Services as a representative of and on behalf of any organisation or legal entity, you hereby represent and warrant that:
(i) you have the full authority to represent such legal entity and have the power to bind them to these Terms of Use; and
(ii) you understand that the Terms of Use, upon acceptance by you, is applicable to and binds all other persons accessing and/ or using the Platform and/ or the Services on behalf of the same legal entity or organisation for this purpose. In such cases, the references to “User”, “you” and “your” in these Terms, shall mean such organization or entity on whose behalf you have consented to the Terms of Use.
10.1. The Terms of Use will continue to apply until terminated either by you or us as set forth below. If you want to terminate the application of these Terms of Use, you may do so by not accessing/ using, or stopping to access/ use our Platform/ Services.
10.2. You hereby irrevocably understand that we reserve the right at our sole and exclusive discretion to deny/ cease/ suspend your access to the Platform or Services, temporarily or permanently without liability but under intimation in writing, if:
(a) you access or use the Platform/ Services in an unauthorized manner;
(b) you breach any of the provisions of the Terms of Use, the privacy policy or any other terms, conditions, agreements or policies that may be applicable to you from time to time;
(c) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful or upon receiving a request for termination by law enforcement or other government agencies);
(d) we have elected to discontinue, with or without reason, your access to the Platform, Services, or any part thereof.
10.3. Any such termination or restriction in access to the Platform/ Services shall be without prejudice to other rights of the Company herein or under applicable law (including obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances). Upon such termination, the Company shall have no liability towards such User and no further obligations under these Terms of Use.
10.4. Your obligations and liabilities incurred prior to the termination date (including any payment obligations) shall survive the termination of this Terms of Use for all purposes. Further, upon termination of these Terms of Use, we may delete any content or other materials relating to your use of the Platform and/ or the Services and we will have no liability to you or any third party for doing so.
11.1. When you use the Platform or Services or send any content or communication to us, you agree and understand that you are communicating with us through electronic records, and you also consent to receiving communications via electronic records from us periodically and as and when required.
11.2. We will communicate with you by email and/ or via the Platform, and/ or mobile number available with us.
11.3. Further, the Company shall be free to use any feedback you provide with respect to the Platform/ Services, on an unrestricted basis.
12.1. Assignment: It is agreed that the Company is entitled to assign, licence or sub-licence to any party or person either wholly or partially its benefits/rights and/or obligations under these Terms of Use, and/ or to assign these Terms of Use itself. The User is not entitled to transfer/ assign his/ her/ its own obligations herein to any other party at any time, and/ or to assign these Terms of Use itself without the consent of the Company.
12.2. Force Majeure: Neither Party shall be liable to the other Party or to any third party for any failure or delay on its part in performing any of its obligations under this Terms of Use where such failure or delay is caused by an event of Force Majeure Event. You agree that we shall not be under any liability whatsoever to you in the event of non-availability of the Services/ Platform/ Products or any portion thereof occasioned by any Force Majeure Event. Nothing herein will affect any payment obligations of the User for the Services, which shall not stand affected by a Force Majeure Event.
12.3. Miscellaneous:
(a) Failure by the Company to insist upon strict performance of any of the terms and conditions herein, or delay in exercising any of its remedies, shall not constitute a waiver of such terms and conditions, or a waiver of any default, or a waiver of the right to any remedy.
(b) If any term, condition, or provision in the Terms of Use is found to be invalid, unlawful or unenforceable to any extent, it will be severed from the Terms of Use, and the remainder of the Terms of Use will then continue to be valid and enforceable to the fullest extent permitted by law, unaffected by the severance.
(c) The Parties hereto agree and confirm that the provisions that by their very nature are meant to survive these Terms of Use, will survive its termination, including provisions relating to Company’s rights (including right to payment), undertakings and obligations of the User, representations and warranties, indemnification and disclaimers, governing law and jurisdiction, and notices.
(d) These Terms of Use shall be governed exclusively by the laws of India, notwithstanding the conflict of law principles. Any dispute or difference arising between the Parties to these Terms of Use shall be subject to arbitration as per the provisions of the (Indian) Arbitration and Conciliation Act, 1996, as amended from time to time, and any award made and substantiated in writing thereunder shall be final and binding upon the Parties hereto, subject to legal remedies available under law.
(e) The arbitration proceedings will be conducted in Bangalore, India, in English. Subject to the foregoing, all matters, claims and disputes arising under and in respect of these Terms of Use shall be subject to the exclusive jurisdiction of competent courts in Bangalore, India, to which the Parties irrevocably submit themselves.
12.4. Notices:
(a) Any notices, requests, demands or other communication required or permitted to be given under this arrangement shall be written in English and shall be delivered by email or internationally recognised courier service and properly addressed to the designated representative of each Party.
(b) Any notice, request, demand or other communication delivered to the Party to whom it is addressed as provided in this section shall be deemed to have been given and received:
(i) If sent by internationally recognised courier service, on the date on which it is received by the other party, as acknowledged by the courier service.
(ii) If sent by e-mail, the business day immediately after the date of transmission of the e-mail.
If you have any questions, complaints or claims with respect to the Platform or our Services, please direct your correspondence to the e-mail address as given below.
Email: digikey_lpsupport@aqtronics.com
We shall respond to and address all reasonable concerns or inquiries in a reasonable amount of time.