TERMS AND CONDITIONS OF SALE
- These Terms and Conditions of Sale ("Terms") govern all sales of products and services by RF Direct, LLC ("RF Direct," "Seller," "we," "our," or "us") to any purchaser ("Buyer" or "Customer"). Acceptance of any quotation, purchase order, online order, invoice, shipment, or delivery of products constitutes acceptance of these Terms.
- 1. Applicability
- These Terms apply to all quotations, proposals, purchase orders, acknowledgments, invoices, website purchases, and sales transactions involving RF Direct products and services.
- Any additional or conflicting terms proposed by Buyer are expressly rejected unless agreed to in writing by an authorized officer of RF Direct.
- 2. Orders and Acceptance
- All orders are subject to acceptance by RF Direct.
RF Direct reserves the right to:
- Reject any order for any reason.
- Limit quantities.
- Correct pricing, typographical, technical, or administrative errors.
- Cancel orders affected by pricing or inventory inaccuracies.
- Sales tax
- Use tax
- VAT
- Duties
- Tariffs
- Customs fees
- Freight charges
- Insurance
- Website orders require payment in full prior to shipment.
- Approved account customers shall pay invoices according to stated credit terms.
- Past due balances may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.
- Suspend performance
- Delay shipments
- Revoke credit terms
- Require advance payment
- Supply chain disruptions
- Component shortages
- Transportation delays
- Customs processing
- Weather events
- Force majeure events
- Actions of suppliers or carriers
- Be in original condition
- Include original packaging
- Be free from damage or alteration
- Be returned freight prepaid
- Restocking fees of up to 25%
- Inspection charges
- Repackaging costs
- Repair of the product
- Replacement of the product
- Refund of the purchase price
- Improper installation
- Misuse
- Abuse
- Negligence
- Unauthorized modification
- Improper maintenance
- Lightning
- Electrical surges
- Environmental conditions beyond product specifications
- Accidents or acts of nature
- MERCHANTABILITY
- FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT
- WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
- INCIDENTAL DAMAGES
- CONSEQUENTIAL DAMAGES
- SPECIAL DAMAGES
- INDIRECT DAMAGES
- PUNITIVE DAMAGES
- LOST PROFITS
- LOST REVENUE
- LOST DATA
- BUSINESS INTERRUPTION
- COST OF SUBSTITUTE PRODUCTS
- Modify product specifications
- Change designs
- Substitute equivalent components
- Discontinue products
- Patent rights
- Copyrights
- Trademarks
- Trade secrets
- Software rights
- Proprietary technology
- Natural disasters
- Fire
- Flood
- Pandemic
- War
- Terrorism
- Labor disputes
- Transportation interruptions
- Government actions
- Utility failures
- Supply shortages
- Buyer's use of products
- Buyer's resale of products
- Product integration by Buyer
- Buyer's violation of laws or regulations
- Buyer's breach of these Terms
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No order shall be binding until accepted by RF Direct.
3. Pricing
Prices are subject to change without notice.
Quoted prices are valid only for the period stated in the quotation. If no validity period is specified, quotations expire thirty (30) days from issuance.
Prices do not include:
Buyer shall be responsible for all applicable taxes and governmental charges unless a valid tax exemption certificate is provided.
4. Payment Terms
Unless otherwise agreed in writing:
RF Direct reserves the right to:
for any overdue account.
Buyer shall reimburse RF Direct for all costs of collection, including reasonable attorneys' fees and court costs.
5. Shipping and Delivery
Unless otherwise specified in writing:
All shipments are FOB Origin (RF Direct shipping point, Vancouver WA or applicable Warehouse).
Risk of loss and title transfer to Buyer upon delivery to the carrier.
Shipping dates are estimates only and are not guaranteed.
RF Direct shall not be liable for delays caused by:
Partial shipments may be made and invoiced separately.
6. Inspection and Acceptance
Buyer shall inspect all products immediately upon receipt.
Claims for shortages, shipping damage, or nonconforming products must be submitted in writing within five (5) business days of delivery.
Failure to provide timely notice constitutes acceptance of the products.
7. Returns and RMA Requirements
No product may be returned without prior written authorization from RF Direct.
Authorized returns require a Return Material Authorization ("RMA") number.
Returned products must:
RF Direct may refuse unauthorized returns.
Unless otherwise agreed, non-defective returns may be subject to:
Custom, special-order, configured, or non-stock items are generally non-cancelable and non-returnable.
8. Limited Warranty
RF Direct warrants that products manufactured by RF Direct will be free from defects in materials and workmanship under normal use for the warranty period or 1yr unless otherwise specified in the applicable product warranty.
For products manufactured by third parties, RF Direct assigns to Buyer any transferable manufacturer warranties to the extent permitted.
RF Direct's sole obligation and Buyer's exclusive remedy shall be, at RF Direct's option:
after verification of a valid warranty claim.
Warranty coverage does not apply to damage caused by:
9. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, RF DIRECT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
Buyer assumes responsibility for determining suitability of products for its intended application.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RF DIRECT SHALL NOT BE LIABLE FOR:
RF DIRECT'S TOTAL LIABILITY ARISING FROM ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
These limitations apply regardless of the legal theory asserted.
11. Product Specifications
RF Direct reserves the right to:
without prior notice.
Published specifications are subject to change and should be independently verified for critical applications.
12. Export Compliance
Buyer shall comply with all applicable U.S. export control laws, regulations, sanctions, and trade restrictions.
Buyer shall not directly or indirectly export, re-export, transfer, or use products in violation of applicable laws.
Buyer agrees to indemnify RF Direct against claims arising from Buyer's violation of export regulations.
13. Intellectual Property
No sale transfers ownership of any:
Except for the limited right to use purchased products for their intended purpose.
14. Force Majeure
RF Direct shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including:
Performance deadlines shall be extended for the duration of such events.
15. Indemnification
Buyer shall indemnify, defend, and hold harmless RF Direct and its officers, employees, affiliates, and agents from claims, damages, liabilities, costs, and expenses arising from:
16. Governing Law
These Terms shall be governed by and construed under the laws of the State of Washington, without regard to conflict-of-law principles.
17. Venue and Dispute Resolution
Any dispute arising from or relating to these Terms or any transaction with RF Direct shall be brought exclusively in the state or federal courts located in Clark County, Washington.
Buyer consents to the jurisdiction of such courts.
18. Severability
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.
19. Entire Agreement
These Terms, together with any quotation, invoice, or written agreement issued by RF Direct, constitute the entire agreement between the parties and supersede all prior communications and understandings relating to the transaction.