Terms & Conditions

ARTICLE 1. DEFINITIONS

These General Terms and Conditions of the RFS Webshop are hereinafter referred to as "Webshop Terms and Conditions."
“RFS” refers to Radio Frequency Systems GmbH, a company registered in Germany, with its headquarters at Kabelkamp 20, 30179 Hannover, Germany.
“Webshop” refers to the online store operated by RFS at the following URL: https://rfstore.rfsworld.com and any subpages.
“Service” refers to the activity/service offered by RFS in the Webshop.
“Goods” refers to the hardware and equipment offered by RFS in the Webshop.
“Hardware” refers to the tangible part of the equipment.
“Equipment” refers to other products that RFS has committed to offer for sale under these Terms and Conditions.
“Buyer” refers to the company and any of its legal successors placing an order for goods and/or services through the RFS Webshop.
“Order” refers to any electronic request made by the Buyer via the Webshop account to RFS for goods (equipment/hardware) and/or services.
“Order Confirmation” refers to an email generated by an automated process that confirms the acceptance of the order by RFS, thus confirming the conclusion of the contract between the parties subject to the provisions of Articles 5 and 15 of these Webshop Terms and Conditions.
“Business Day” means a day that is neither a Saturday, Sunday, nor a public holiday in Germany, and on which banks are open in Hannover.
“CPU” stands for Central Processing Unit.
“Contract Documents” refers to all contractual documents governing the contractual relationship between RFS and the Buyer, which set out the terms and conditions of the sale of goods and services in detail, in the following order of priority: (i) the order confirmation issued under Article 4; (ii) specific terms and conditions and their annexes; (iii) these General Terms and Conditions (Webshop Terms and Conditions).

ARTICLE 2. SCOPE

These Webshop Terms and Conditions govern the sale of goods and services specified in the Buyer’s order and the order confirmation from RFS. The application of the Buyer’s general purchasing terms is expressly excluded. No changes to these Webshop Terms and Conditions will be deemed accepted unless RFS has expressly agreed to them in writing.

ARTICLE 3. ORDER AND SPECIFICATIONS/TOLERANCES

The Buyer must follow the on-screen instructions to place an order. Each order is an offer from the Buyer to purchase the goods/services under these Webshop Terms and Conditions. The RFS ordering process allows the Buyer to review and modify the order before submitting it to RFS. It is the Buyer’s responsibility to carefully review the order before confirming/submit it, thereby confirming the completeness and accuracy of the order.
The minimum order value is €50.00.
RFS hereby explicitly notes:
RFS is liable for the length stated in the packing list but not for the cable length marking, which is only an uncalibrated indicator; RFS does not assume liability for cable length tolerances of up to +/- 1%, as these exceed the accuracy of the measuring devices. A cancellation of the order and/or a claim for damages by the Buyer due to deviations in the cable length tolerance of up to +/- 1% is excluded.

ARTICLE 4. ORDER CONFIRMATION

The acceptance of the order by RFS takes place through an automated process, during which an email is generated. This email constitutes - subject to the provisions of Articles 5 and 15 of these Webshop Terms and Conditions - the order confirmation. Upon receipt of the order confirmation by the Buyer, and unless RFS is entitled to cancel the order in accordance with Articles 5 and 15, the binding contract between RFS and the Buyer is concluded, which also constitutes an agreement on the specifications of the ordered goods/services, which are primarily based on objective requirements of the goods/services.
The Webshop user and Buyer in terms of these Webshop Terms and Conditions agree that all communications regarding the contractual relationship between the parties will be transmitted electronically.

ARTICLE 5. ORDER CANCELLATION

If, for any unforeseen reason, RFS is unable to deliver the goods/service, for example (but not limited to) due to a prior sale, which RFS explicitly reserves the right to make, due to force majeure as defined in Article 15 of these Webshop Terms and Conditions, or, for example, a delay/disruption in its own supply chain, RFS will inform the Buyer as soon as possible by email, cancel the order, and not process it. If the Buyer has already paid for the goods, RFS will refund the full amount, including any delivery costs.
The Buyer hereby agrees to waive any claim for damages against RFS in such cases.
The Buyer may not request partial or full cancellation of an order once RFS has issued and sent the written order confirmation.

ARTICLE 6. DELIVERY - RISKS - INSURANCE - OWNERSHIP RIGHTS

For the shipment of goods, the parties agree to the Incoterm clause "FCA" (Free Carrier - RFS facility in Hannover, Germany) as per Incoterms® 2020. The goods will be shipped by RFS according to the shipping option selected by the Buyer during the checkout process. The Buyer assumes all risks from the point the goods are shipped in accordance with the contract, i.e., when the goods are handed over to the carrier, including the risk of deterioration and/or loss of the goods.
RFS has the right to charge a reasonable compensation for any costs, expenses, and damages from the Buyer, including but not limited to covering purchases, associated transport costs, and labor costs that arise from the Buyer refusing the goods from the carrier or failing to pick up the goods once RFS has made them available through the carrier, or when the performance of the service is refused or hindered (“Breach of Contract”). The compensation is payable immediately upon receipt of the relevant invoice. RFS can offset any unpaid amount from the Buyer against any compensation resulting from a breach of contract. The Buyer is free to prove that RFS has suffered no or less damage than the amount claimed.
Ownership of the goods is transferred to the Buyer only when the Buyer accepts delivery and makes the payment (also refer to Articles 9 and 10).

ARTICLE 7. DELIVERY TIMES FOR SHIPPING/SERVICE TIMES

Any express orders placed before 12:00 noon on any business day in the Webshop and confirmed by the order confirmation will, subject to the provisions under Articles 5 and 15 of these Webshop Terms and Conditions, be prepared for shipment by RFS on the same day and handed over to the carrier ("Processing"). Orders placed after 12:00 noon will be processed on the next business day.

Shipping times depend on the shipping option selected by the Buyer before completing the order. The estimated delivery times for these options are as follows:

• One to three business days for standard delivery within Germany.
• One business day for express delivery within Germany.
• Deliveries to neighboring countries may vary and are individual, depending on the shipping location.
• For services, the parties must agree on a time/schedule for the service to be provided.

ARTICLE 8. PRICES AND TAXES

The prices for goods and services are stated in Euros (€) and must be paid in Euros. The prices apply to the quantities and type of goods/services specified in the contract documents.
The prices are fixed and exclusive of VAT. The Buyer must pay the applicable taxes directly to the relevant tax authorities at the time of payment. Should RFS be required to pay taxes related to the provision of equipment, the Buyer must reimburse RFS within 30 days after receiving the relevant payment documentation. If local legislation prevents this, RFS reserves the right to increase the prices indicated here in proportion to the actual tax burden. If a payment by the Buyer is subject to withholding tax, the Buyer agrees to increase the amount of each payment subject to withholding tax or to pay an additional amount to ensure that RFS receives the same amount it would have received if no withholding tax had been applied. RFS reserves the right to adjust prices to reflect changes in tax laws.
Furthermore, RFS reserves the right to adjust the prices of the goods and services offered in the RFS Webshop to compensate for increasing production costs (labor and/or raw material costs).

ARTICLE 9. PAYMENT TERMS

Payment for goods, services, and associated costs (including shipping costs) must be made within 14 days of the invoice date.
The customer will automatically receive the invoice at the registered billing email address after:

• Shipment of the goods, or
• Completion of the service.

For the purposes of observing the deadline, the payment entry recorded by RFS is decisive. Payment must be made in full for each order, without any deduction or withholding. This prohibition on offsetting does not apply to undisputed and legally enforceable claims by the customer, nor to counterclaims arising from the same legal relationship.
Deductions or withholding of taxes are permitted only insofar as legally required.
RFS accepts the following payment methods:

1. SEPA Request to Pay (Prepayment): During the order process, the payment transaction is automatically initiated, and the customer is prompted to switch to the payment provider handling the payment.
2. Purchase on Invoice: This payment method must first be requested by the customer from RFS if no existing business relationship (returning customer) exists besides the webshop account.
   In this case, a credit check will be conducted if no business relationship exists yet. The payment term for invoice purchases is 14 days from the invoice date. The customer will receive the invoice automatically after order confirmation and shipment of the goods.
   The credit limit for purchases on invoice is €3,000. Orders exceeding this amount can only be placed if outstanding invoices are paid.
   RFS reserves the right to recheck the creditworthiness of the customer during an ongoing business relationship.

ARTICLE 10. ACCEPTANCE OF GOODS / ACCEPTANCE OF SERVICES

The customer must visually inspect the goods upon delivery or the services upon completion for quality and quantity and inform RFS in writing of any obvious defects, deviations in quantity/type, damage, or poor performance.
If such notification does not occur within three (3) business days of delivery/service, the goods/services are deemed accepted regarding type and quantity (according to the packing list or agreed service description) and free of defects (free of obvious defects, poor performance, or damage).

ARTICLE 11. WARRANTY

RFS warrants that the goods:

• Conform to the agreed technical specifications and are free from defects in design, material, or workmanship.
• The agreed services are provided in accordance with the service specifications and the current state of the art.

Warranty claims are subject to a limitation period of twelve (12) months, starting from the shipment date/service date, unless exceptions for certain third-party goods apply.

This warranty does not cover damage/defects/poor performance caused by:

• The customer’s failure to fulfill their duties to cooperate and/or provide information.
• The customer making modifications to the service that were not expressly approved by RFS in writing.
• The customer using the service outside the agreed context.
• Non-compliance with usage or installation instructions for services.
• External causes not attributable to RFS.

If the customer notices a defect or poor performance in the goods or services, they must notify RFS within three (3) business days of discovery, providing the basis for the claim and allowing RFS the opportunity to investigate and resolve the issue. The customer must not perform repairs or have third parties do so. Any actions taken without prior approval are at the customer's risk and expense.
Goods may not be returned without prior authorization from RFS; returns made without such authorization are at the customer's risk and expense.
If the customer discovers a hidden defect, it must be reported within three (3) business days of discovery, and the basis for the claim must be provided, giving RFS the opportunity to inspect and resolve the issue. Late notification (later than three (3) business days after discovery) will result in the goods being considered accepted in terms of defect-free status or the services as performed according to the agreed service specifications.

ARTICLE 12. LIABILITY

1. RFS is liable according to statutory provisions for:
   
   1. Damage caused by RFS intentionally or through grossly negligencetly,
   2. Damage for which RFS has guaranteed non-occurrence,
   3. Damage based on a defect fraudulently concealed by RFS,
   4. Damage for which RFS is liable under the Product Liability Act,
   5. Damage to life, body, and health caused by RFS.
2. For slight negligence in causing property and financial damage, RFS is liable as follows: If the damage results from a breach of a contractual obligation whose fulfillment is essential for the proper performance of the contract and on which the customer could rely (so-called cardinal obligation), liability is limited to foreseeable damages that are typical for the contract at the time of conclusion. In this case, the liability is limited to the coverage amount of RFS's IT insurance, public liability insurance, or product liability insurance, depending on the area to which the damage is attributable.
3. Liability for slight negligence that does not involve a cardinal obligation is excluded.
4. Claims for property or financial damage under paragraph 12.2 expire one year after the customer becomes aware of the occurrence of the damage.

ARTICLE 13. INTELLECTUAL PROPERTY – INFRINGEMENT

RFS retains all intellectual property rights to all elements of the order, including (but not limited to) drawings, plans, installation and operating instructions, studies, works, and other documents (hereinafter referred to as "Order Elements") created and developed by RFS.
Unless otherwise agreed, this also applies to all order-specific Order Elements created by RFS in the context of the order. If Order Elements are used by RFS in the execution of the order that are the intellectual property of third parties, these rights remain with the third parties.
The customer may only use the Order Elements for the usual and agreed purposes and may not disclose them to third parties. Further use is only permitted if and to the extent (in terms of type and scope) RFS has expressly consented in writing.
RFS will defend the customer against any claims of infringement of third-party industrial or intellectual property rights, provided that (i) the goods are used by the customer in the agreed manner (primarily according to the agreed technical specifications in the contract documents), (ii) the goods have not been modified by the customer without prior written consent of RFS, (iii) the infringement does not result from the assembly, function, or use of the goods or part thereof in combination with products not supplied by RFS or approved by RFS, (iv) the infringement occurs in the country of delivery or in the country communicated by RFS in the order, and (v) the customer has informed RFS as soon as possible about any claims or threats of lawsuits and provided RFS with all relevant documents and information in a timely manner.
If a definitive ruling determines that an item of the goods infringes the intellectual property rights of a third party, RFS will, at its own cost and discretion, provide the following remedies for the customer: (a) secure the right for the customer to continue using the goods, (b) replace the infringing goods with equivalent non-infringing goods, (c) modify the infringing goods so that they no longer infringe, or (d) if none of the above options are reasonably available, cancel the order and repurchase the infringing goods from the customer at a price equal to the purchase price of the hardware minus a depreciation amount based on a linear depreciation over five years.

ARTICLE 14. USE OF TRADEMARKS AND COMPANY NAMES OF RFS

The customer may not reference the names or trademarks of the RFS Group without prior written consent.
The content and information provided on the website are solely for the customer's personal information and for their personal, non-commercial use. These may not be downloaded, copied, processed, or distributed for private and/or commercial purposes, except for content expressly marked for download, such as data sheets. However, the user is permitted to print parts of the website for personal use.
RFS explicitly points out that the content of the website, such as texts, images, graphics, and layout, is protected by copyright or other intellectual property protection laws, and that the product names, trademarks, and company names used on the website are legally protected trademarks of the respective rights holders. Any use of this content is therefore prohibited by law, unless RFS has previously given written consent for such use.

ARTICLE 15. FORCE MAJEURE

RFS shall not be liable for the failure or delay in the fulfillment of its obligations if it is prevented from doing so due to events such as fire, flood, tornado, storm, lightning, earthquake, monsoon, other natural disasters, pandemics, epidemics, quarantine restrictions, disruptions in the supply of goods from normally reliable sources (e.g. transport problems such as disrupted logistics/shipping/freight access or acute supply shortages due to, e.g. delivery time issues in the supply chain, sharply increased costs of raw materials, raw material shortages, sharply increased costs for electricity, water, fuel, etc.), unrest, strike, lockout, government action, war, or any other event beyond the reasonable control of RFS.
RFS will promptly inform the customer of any delay caused by force majeure. If the delay caused by force majeure exceeds three (3) months, either party may cancel the unfulfilled portion of the order. Payment shall remain due for the part of the order that has been completed, and any payments made by the customer for unfulfilled parts of the order shall be refunded.

ARTICLE 16. APPLICABLE LAW - DISPUTES

Unless otherwise agreed, these Terms and Conditions of the webshop and the orders covered hereby shall be governed by German law, excluding its conflict-of-law rules and the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG), with the exclusion of its conflict-of-law principles. Any dispute or disagreement between the parties regarding the validity or interpretation of the contractual documents or anything contained herein or in connection therewith, or relating to rights, obligations, duties, or their performance, shall be definitively settled before the competent court in Hannover.

ARTICLE 17. BUSINESS PRACTICES - COMPLIANCE WITH LAWS

The customer warrants that neither it nor its directors, senior officers, employees, or shareholders have been convicted of a crime related to fraud, corruption, or money laundering, nor have they pleaded guilty, and that they are not prohibited, suspended, or otherwise deemed ineligible for government procurement programs by any government agency. Furthermore, the customer will immediately inform RFS of any conviction or investigation against any of its directors, senior officers, employees, or shareholders.
The customer confirms that it is fully familiar with the "Responsible Business Alliance Code of Conduct" (as updated from time to time and permanently available at https://www.responsiblebusiness.org/code-of-conduct/, incorporated herein by reference). The customer agrees to adhere to the principles set forth therein, particularly the standards relating to labor, international human rights, the environment, health and safety, anti-bribery, and ethics, in the performance of these Terms and Conditions of the webshop and the related order.
The customer acknowledges that a violation of these principles constitutes a material breach of these Terms and Conditions of the webshop. If RFS reasonably believes that a violation of any of the warranties and representations made in this Article 17 has occurred or may occur, and provided RFS has previously provided the customer with a written explanation of the issue, RFS may withhold further delivery to the customer until the customer has cleared RFS's suspicion that no violation exists or will occur. RFS shall not be liable to the customer for any claims, losses, or damages associated with this decision.
The customer accepts that any breach of the principles set forth here constitutes a material breach of these Terms and Conditions of the webshop or an associated order, entitling RFS to terminate these Terms and Conditions and the associated order immediately, without RFS incurring any liabilities in connection with such termination and without prejudice to any other legal remedies RFS may have regarding such breach.
RFS is not required to fulfill deliveries, orders, or other obligations under these Terms and Conditions if such fulfillment is hindered by applicable export laws and regulations of the EU or its member states, the United States of America, or other countries. Each party and its respective representatives and subsidiaries agree, and will ensure their respective employees agree, at their own cost, to comply with all applicable local, national, regional, and international laws, regulations, codes, standards, guidelines, and international agreements and conventions within the scope of this agreement, to the extent legally enforceable by a governmental authority, court, or other competent tribunal (together "Laws"), including, but not limited to (a) laws, agreements, and/or guidelines against bribery and recordkeeping in each country where such party conducts business, as it relates to this agreement, including, but not limited to, the U.S. Foreign Corrupt Practices Act ("FCPA"), the Organisation for Economic Co-operation and Development's ("OECD") Convention on Combating Bribery of Foreign Public Officials, and the United Nations Convention against Corruption ("UNCAC") (also known as the Merida Convention), including, but not limited to, offering payments or transferring value, as defined in the FCPA and other laws implementing the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. If RFS incurs costs and/or damages due to the customer's violation of the business ethics and laws mentioned in this Article 16, the customer agrees to fully indemnify RFS for such costs and damages.

ARTICLE 18. NO RUSSIA AND BELARUS CLAUSE

Radio Frequency Systems GmbH (RFS) expressly points out that the following regulations are an essential part of the contract:
Russia and Belarus Export Prohibition Clause
(1) The customer may not sell, export, or re-export goods delivered under or in connection with this contract, which fall within the scope of Article 12g of Council Regulation (EU) No. 833/2014, directly or indirectly to the Russian Federation or for use in the Russian Federation, nor goods delivered under or in connection with this contract, which fall within the scope of Article 8g of Council Regulation (EU) No. 765/2006, directly or indirectly to Belarus or for use in Belarus.
(2) The customer shall use its best efforts to ensure that the purpose of paragraph (1) is not circumvented by third parties in the further trade chain, including potential resellers.
(3) The customer must establish and maintain a reasonable monitoring mechanism to detect behaviors of third parties in the further trade chain, including potential resellers, that would circumvent the purpose of paragraph (1).
(4) Any violation of paragraphs (1), (2), or (3) shall constitute a serious breach of a material duty of this contract. RFS is entitled to apply reasonable legal remedies, including, but not limited to:
(i) full or partial termination of this contract for cause,
(ii) release from any damages, costs, or losses incurred by RFS due to the violation,
(iii) any other legal remedies available to RFS under applicable laws.
In the event of a willful (intentional and/or grossly negligent) breach of the duties in paragraphs (1), (2), or (3), RFS reserves the right to calculate a penalty of 20% of the contract value or the value of the executed goods, whichever is higher. The customer may, however, provide evidence that RFS has not suffered any damages or only lesser damages. Claims for further compensation under (ii) remain unaffected.
(5) The customer must inform RFS immediately of any issues in applying paragraphs (1), (2), or (3), including any relevant activities of third parties that may circumvent the purpose of paragraph (1). The customer is required to provide RFS with information on compliance with the obligations under paragraphs (1), (2), and (3) within two weeks of a simple request.

ARTICLE 19. SEVERABILITY CLAUSE

If any individual provisions of these Terms and Conditions of the webshop are or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
The invalid or unenforceable provision shall be replaced by the valid and enforceable provision that most closely reflects the intent of the parties (e.g., the economic objective the parties pursued with the invalid or unenforceable provision).
The above provisions also apply in the event that the provisions of these Terms and Conditions of the webshop are found to be incomplete.