RFI Engineering B.V. (“RFI”) provides these Terms and Conditions (“Agreement”), which apply to the purchase of RFI branded products and/or services and support (“Product”) by the Purchaser named on the invoice or acknowledgement, RFI provided to Purchaser. By accepting delivery of the Product, Purchaser has accepted and is bound to these Terms and Conditions of this Agreement.
THIS AGREEMENT SHALL APPLY UNLESS (I) PURCHASER HAS A SEPARATE PURCHASE AGREEMENT WITH RFI, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER RFI TERMS AND CONDITIONS APPLY TO THE TRANSACTION.
Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both Purchaser and RFI. Where such other terms and conditions have been more specifically agreed in writing by both parties, the terms and conditions of those will be used as the governing terms and conditions where there is conflict with those written here.
Payment Terms. Terms of payment are within RFI’s sole discretion, and unless otherwise agreed to by RFI, payment must be received by RFI prior to RFI’s acceptance of an order. Payment for the Products will be made by bank transfer, credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by RFI. Invoices are due and payable within the time period measured from the date of the invoice. RFI may invoice parts of an order separately. Purchaser’s order is subject to cancellation by RFI, at RFI’s sole discretion. RFI is not responsible for pricing, typographical, or other errors, in any offer by RFI and RFI reserves the right not to accept any order resulting from such errors.
Shipping Charges; Taxes; Title; Risk of Loss. Standard delivery is Ex Works (Incoterms). Shipping and handling will be charged extra unless otherwise expressly noted at the order form. Risk and title to products passes from RFI to Purchaser on shipment from RFI’s facility in the Netherlands. Loss or damage that occurs during shipping is Purchaser’s responsibility. Purchaser must notify RFI within 21 days of the date of invoice or acknowledgement when any part of the purchase is believed to be missing, wrong or damaged. Shipping dates are estimates only. Title to software will remain with the applicable licensor(s).
Warranty. Subject to the terms and conditions as set forth in the document Warranty, RFI warrants the Hardware part of the RFI Product to be free from material defects in workmanship and materials under normal use from the date of original purchase of the product for a period of one year. The Software part of the product is warranted to substantially conform to RFI’s then current functional specifications for the Software, as set forth in the applicable documentation, from the date of original purchase of the Software for a period of ninety days. The Warranty document applicable to RFI branded Products is available upon request.
Changed or Discontinued Product. RFI’s policy is one of ongoing update and revision. RFI may revise and discontinue Product at any time without notice to Purchaser. RFI will ship Product that will have the functionality and performance of the Product ordered, but changes between shipped Product and data sheet specification are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.
Service and Support. Service offerings may vary from Product to Product and from Customer to Customer. Please contact RFI’s Sales Representative for additional information.
Liability. RFI DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RFI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. PURCHASER EXPLICITLY AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, RFI IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES OVER AND ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN PURCHASER AND RFI SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE NETHERLANDS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.