- All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions that are not a part of the original price quotation.
- Prices are exclusive of all federal, state, municipal or other government excise, sales, use, value added, occupational or like taxes, tariffs, customs, duties and importing fees. Prices are consequently subject to increase by the amount of such tax, tariff, duty or fee that RFCI pays or is required to pay or collect upon sale or delivery of products. Any certificate of exemptions or similar document or proceeding required exempt the sale of products from sales or use tax liability shall be obtained by Buyer, at its expense.
Terms of Payment
Terms are cash upon delivery, except where satisfactory open account credit is established, in which case terms are net thirty (30) days from the date of invoice. RFCI reserves the right at any time to revoke any credit extended to Buyer for any risk deemed sufficient by RFCI. RFCI will issue invoices on delivery in the case of all products, if deliveries are authorized in installments, each shipment shall be invoiced and payable when due without regard to other scheduled deliveries. Overdue payments shall be subject to finance charges computed at a periodic rate of 1.5% per month (18% per year) or, if less, the maximum rate permitted by law. All amounts owed by Buyer with respect to which there is no dispute shall be paid without set-off of any amount that Buyer may claim is owed by RFCI and regardless of any other controversies that may exist.
- All US domestic deliveries are FOB Shipping Point. All international deliveries are FCA Seller’s Factory (Incoterms 2000).
- Title and risk of loss with respect to the products shall pass to Buyer when delivery is made under Incoterms 2000 regardless of whether RFCI will install or supervise the installment of the products. Buyers hereby grants to RFCI a security interest in the products as security for the performance by Buyer of all its obligations hereunder.
- Products held or stored by RFCI for Buyer shall be at the sole risk of Buyer, and Buyer shall be liable for the expense to RFCI of holding or storing products at Buyer’s request.
- RFCI shall make deliveries in installments and shall bill partial shipments as made.
- All products will be scheduled for shipment in accordance with RFCI’s applicable shipment sequence and RFCI will confirm in writing, and amend as appropriate, the shipment schedule. Under no circumstances shall RFCI be liable to Buyer for any delay either in shipment or in delivery.
Source inspection by Buyer or Buyer’s customer must be stipulated in writing at the time of ordering and is subject to reasonable charges and safety and security conditions. Buyer shall have no right of access to RFCI’s plant except as specifically authorized in advance by RFCI. Buyer or Buyer’s agent shall indemnify and hold RFCI harmless from any and all suits, damages, and expenses of Buyer, its agents or customers resulting from personal injury including death or loss or damage of property occurring during, or in connection with, any visit to RFCI’s plant.
Unless specific instructions to the contrary are supplied by Buyer, RFCI will select the carrier and ship the products to Buyer’s address indicated on Buyer’s purchase order, RFCI will not assume any liability in connection with the shipment or constitute any carrier as its agent. Buyer shall be responsible for making all claims with carriers, insurers, warehouses and others for non-delivery, loss, damage or delay. All claims for damage to products or shortage must be made within thirty (30) days of shipment.
RFCI offers to sell and deliver the products and services specified herein in accordance with the terms and conditions hereof. THIS OFFER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER ARE HEREBY REJECTED UNLESS EXPRESSLY ASSENTED TO IN WRITING BY RFCI.
Cancellation, Rescheduling, Returns and Modifications
Any request for order cancellation, rescheduling, returns or modification must be made in writing and approved in writing by an authorized agent of RFCI at its principal office in San Jose, California. No cancellations, quantity decreases, or push outs may be made within 30 days of Factory Commit Date (FCD).
- For standard products, Buyer may cancel and/or reschedule subject to the following limitations and charges based upon the number of days from the date RFCI receives Buyer’s written notice of cancellation to the FCD for the cancelled products;
- Within 30 days of FCD – No Cancellation
- Between 30 and 90 days of FCD – No Cancellation, however, Buyer may reschedule the line item to ship no later than 90 days from the original FCD.
- More than 90 days from FCD – Cancellations accepted at no charge.
- For Non-standard products built to Buyer’s specifications or pursuant to RFCI’s design, Buyer shall have no right to cancel or reschedule the delivery at any time.
Buyer shall not return any products for any reason without the prior authorization of RFCI and the issuance by RFCI of a (RMA) Returns must be shipped using RFCI’s preferred carrier. The RMA shall specify the RMA number, the terms and conditions upon which returns may be made, and RFCI’s preferred carrier. The RMA number must be marked on the outer shipping carton when products are returned. Returns made without obtaining prior authorization or without the RMA number properly marked on the outer shipping carton will be returned to sender at Buyer’s expense.
Returns for Credit
RFCI, at its option, may accept or reject any request by Buyer to return product for credit. If authorization is granted, Buyer shall pay RFCI a restocking fee equal to 35% of the current list price for standard products for each product returned, in addition to charges for unearned discounts, and any other reasonable charges. Buyer shall not return product without first obtaining a RMA number as stated above.
No Modification or Reverse Engineering
Buyer agrees that it will not modify, adapt, alter, translate, or create derivative works from any of the products purchased under this Agreement by reverse engineering, disassembly, decompilation or any other means.
RFCI warrants that each product will be free of defects in material and workmanship for a period of one (1) year. This warranty commences on the date the product is shipped by RFCI. RFCI’s sole liability and responsibility under this warranty is to repair, replace or issue a credit for the purchase price of any returned product which RFCI determines does not conform to the warranty. Product returned to RFCI for warranty service will be shipped to RFCI at Buyer’s expense and will be returned to Buyer at RFCI’s expense. In no event shall RFCI be responsible under this warranty for any defect which is caused by negligence, misuse or mistreatment of a product or for any unit which has been altered or modified in any way. The warranty for replacement product shall terminate with the warranty of the product.
RFCI’S EXPRESS WARRANTY TO BUYER CONSTITUTES RFCI’S SOLE LIABLITY AND BUYER’S SOLE REMEDY. RFCI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Defense of Infringement Claims
If a third party files a claim or brings an action against Buyer alleging that a product, as delivered by RFCI to Buyer, infringes a United States Patent, United States copyright, United States trademark or other United States intellectual property right, and if RFCI is promptly advised of any such claim or action by Buyer, then RFCI shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise, and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time use of the product is enjoined or is discontinued because of such action, RFCI shall at its sole option and expense, either procure for Buyer the right to continue using the product, replace or modify the product so that it becomes non-infringing or grant Buyer a credit for the purchase price of the product and accept its return. RFCI shall not have any liability or obligation under this paragraph if the infringement of a third party right is based in any way upon (i) the user of products in combination with other components, equipment or software not furnished by RFCI, (ii) use of a product in practicing any process, (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if RFCI has been advised of such use; or (v) RFCI’s compliance with Buyers designs, specification or instructions. In no event shall RFCI’s total liability to Buyer under this section exceed the aggregate sum paid to RFCI by Buyer for the infringing products.
Substitutes and Modifications of Specifications; General Product Change and Obsolescence/End of Life Notifications
RFCI assumes the right to make substitutions and modifications in the specifications of any of the products or parts thereof designed by RFCI provided such substitutions or modifications will not materially affect the performance of such products. All general product changes and obsolescence, end of life notifications for RFCI standard product offerings (if applicable), will be issued accordingly.
This Agreement is not assignable by Buyer and any attempt to assign any rights, duties or obligations arising hereunder shall be void.
RFCI shall not be liable for any loss or damage resulting from any delay in delivery or failure to give notice of delay when such delay is due to any cause or event beyond RFCI’s control, including, without limitation, acts of nature, acts of terrorism, unavailability of supplies or sources of energy, riots, wars, fires, strikes, labor difficulties, delays in transportation, delays in delivery or defaults by RFCI’s vendor or acts or omissions of Buyer. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and Buyer shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for period in excess of one-hundred-twenty (120) days, RFCI or Buyer shall have the right by written notice to the other to cancel the order for the products subject to the delayed delivery without further liability of any kind.
Limitation of Liability
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING BY AN AUTHORIZED AGENT OF RFCI, RFCI SHALL NOT BE LIABILE TO BUYER, IT’S CUSTOMERS OR ANY OTHER THIRD PARTY, IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, FOR ANY LIABILITY, LOSS, DAMAGE, COST OR EXPENSE ARISING OUT OF ANY CLAIM FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RELATED TO THE PRODUCTS SOLD HEREUNDER. IN NO EVENT SHALL RFCI BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST OPPORTUNITIES OR INTERRUPTION OF BUSINESS) OR PUNITIVE DAMAGES DUE TO ANY CAUSE WHERESOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS CONTRACT FAIL THEIR ESSENTIAL PURPOSE, NO SUIT OR ACTION SHALL BE BROUGHT AGAINST RFCI MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. IN NO EVENT SHALL THE ACCRUED TOTAL LIABLITY OF RFCI FROM ANY LAWSUIT, CLAIM, WARRANTY OR OTHER DISPUTED MATTER EXCEED THE AGGREGATE SUM PAID TO RFCI BY BUYER UNDER THE ORDER THAT GIVES RISE TO SUCH LAWSUITS, CLAIM, WARRANTY OR DISPUTE.
Use in Safety and Life Support Applications
THE PRODUCTS SOLD BY RFCI TO BUYER HEREUNDER ARE NOT DESIGNED OR INTENDED FOR USE IN APPLICATIONS WHERE FAILURE CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY OR DEATH (INCLUDING, WITHOUT LIMITATION, FOR NAVIGATION, WEAPONRY, AVIATION, NUCLEAR OR SAFETY EQUIPMENT FOR SURGICAL IMPLANT FOR RESCUE OF PERSONS OR TO SUPPORT, PROTECT OR SUSTAIN LIFE), BUYER USES, MARKETS AND SELLS THE PRODUCTS FOR SUCH APPLICATIONS AT ITS SOLE RISK AND EXPENSE, AGREES TO INDEMNIFY AND HOLD RFCI HARMLESS FROM ANY AND ALL DAMAGES, COSTS OR EXPENSES ARISING FROM ANY CLAIM OR ACTION OF ANY THIRD PARTY BASED ON THE ACTUAL OR ALLEGED FAILURE OF A PRODUCT TO PERFORM SUCH APPLICATIONS AND AGREES THAT RFCI’S WARRANTY IN THIS AGREEMENT DOES NOT EXTEND TO ANY SUCH APPLICATIONS.
All rights and remedies of RFCI hereunder shall be cumulative and may be exercised singularly or concurrently. In the event that either party shall; on any occasion; fail to perform any term herein; and the other party shall not enforce them, failure to enforce on that occasion shall not prevent enforcement on any other occasion.
This Agreement is made in, governed by and shall be construed in accordance with the laws of the State of California without regard to conflicts of laws principles. If the products purchased hereunder are purchased by a Buyer residing in a country other than the United States, then the parties agree that the United National Convention on Contracts for the International Sales of Goods is hereby excluded in its entirely from this Agreement.
The ultimate shipment of potential orders solicited by Buyer shall be subject to the right and ability of RFCI to make such sales and shipments under all policies, decrees, orders, laws, rules and regulations of the United States Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR) and Office of Foreign Assets Control (OFAC) regulations.
Any order which has been accepted by RFCI but which cannot be fulfilled due to such policies, decrees, orders, laws, rules or regulations shall be considered to have been rejected when submitted to RFCI for acceptance or rejection. Buyer shall not transfer, directly or indirectly, any product or technical data received from RFCI or the direct product of such data, to any destination subject to export restrictions under U.S. Law, unless prior written authorization is obtained from the appropriate U.S. Government Agency.
Entire Agreement and Amendments
The terms and conditions herein, constitute the entire agreement between the parts and supersede all previous communications, whether oral or written. Any changes to this Agreement may be made only upon mutual agreement of the parties in writing.
Federal Contract Terms
In any order entered into with the Federal Government, or in any order entered into with any other party that is a subcontract of a contract entered into with the federal government.
- Only those clauses of the federal acquisition regulations that the regulations themselves mandate for a party in RFCI’s position, given all relevant limitations including RFCI’s status as a supplier or a subcontractor and the size and type of contract, apply, and
- RFCI retains proprietary rights in all technical data and computer software provided under such order. Only limited rights or restricted rights as provided to the federal government under the narrowest provision of those rights that the regulations allow, and no rights (including rights of audit of RFCI’s cost or pricing data) are provided to any other party, including the prime contractor or any higher tier subcontractor.
The drawings, text, product depictions, logos, content, product descriptions, and organization and taxonomy of RFCI Products website and of the described content within the Products guide and website are proprietary to RFCI and protected by intellectual property laws, including but not limited to United States Copyright law and United States Trademark law. RFCI owns copyrights in these referenced works as well as the selection, arrangement, coordination and structure of the arranged content and works within their Product Guide and website. Use of the RFCI Product Guide/website does not give you any right to modify, reproduce, transmit, publish, publicly display, adapt, or create derivative works