Terms & Conditions

ARTICLE 1. DEFINITIONS

“Acknowledgement of Order” shall mean an email generated through an automated process confirming the acceptance of the Order. 

“Business Day” means a day, other than a Saturday, Sunday or public holiday in the Federal Republic of Germany, when banks in Hannover are open for business.  

“Contractual Documents” shall mean all contractual documents governing relations between RFS and the Purchaser, detailing the terms and conditions of the sale of Hardware,  , including in particular, in order of precedence: (i) the Acknowledgement of Order issued by RFS pursuant to Article 3 herein; (ii) the specific conditions and their appendices; (iii) these Terms and Conditions (T&C)s). 

“CPU” means Central Processing Unit 

“Equipment” shall mean the private telecommunications products which RFS has accepted to sell under these T&Cs. 

"Goods” shall mean the Hardware, Equipment offered in the Webshop.  

“Hardware” shall mean the tangible part of the Equipment. 

“Order” means any order issued by the Purchaser submitted electronically through the Webshop ordering Equipment, or  Hardware from RFS. 

“Purchaser” shall mean the purchasing company and any successor thereof.  

"RFS" shall mean Radio Frequency Systems GmbH, a company incorporated in Germany and having its registered office at Kabelkamp 20, 30179 Hannover, Germany. 

“Webshop” shall mean the online shop run by RFS under the following URL: https://rfstore.rfsworld.com and any subsites.

ARTICLE 2. GENERAL

These T&C’s shall govern the sales of the Goods specified in the Order placed by the Purchaser. The application of the Purchaser’s general terms and conditions of purchase is expressly excluded. No amendment to these T&C’s shall be considered as accepted unless and until RFS has previously agreed to it expressly in writing. These T&C´s shall apply to all sales in the Webshop between the parties regarding the sale of Equipment by RFS to the Purchaser. 

ARTICLE 3. PLACING AN ORDER AND ACCEPTANCE

1. The Purchaser needs to follow the onscreen prompts to place an order. Each Order is an offer by the Purchaser to buy the Goods subject to these T&C´s.  
2. RFS´s order process allows you to check and amend any changes to your Order before submitting your order to RFS. It is the responsibility of the Purchaser to check the order carefully before confirming/submitting it and by doing so the confirming the completeness and accurateness of the Order. 
3. RFS acceptance of the Order takes place through an automated process through which an email is generated. Acknowledgement of Order at which point the purchasing contract between Purchaser and RFS comes into existence. You agree by purchasing through the Webshop that all communications in relation to your purchase will be provided to you electronically. 
4. If RFS is unable to supply the Goods for any reason, RFS will inform the Purchaser via email and will not process the Order. If the Purchasers has already paid for the Goods, RFS will refund the full amount including any delivery costs.  

ARTICLE 4. ORDERS

1. Purchaser may not issue either a partial or entire cancellation request of an Order once RFS issues its written Acknowledgement of Order.  
2. RFS shall be liable for the length indication stated in the packing list but not for the cable length marking which is a non-calibrated indicator only; RFS assumes no liability for cable length tolerances of up to +/- 1% as these are beyond the measurement equipment accuracy. 

ARTICLE 5. DELIVERY - RISKS - INSURANCE - TITLE

The Goods shall be delivered via the shipping option selected by Purchaser during the checkout process and all risks of any nature to the Equipment shall pass in accordance with Free Carrier (" FCA" ) (RFS- plant in Hannover, Germany) INCOTERM® according ICC 2020. RFS shall have the right to claim compensation for any cost, expenses and damages including but not limited to covering purchase, related transportation cost and labour cost, incurred as a result of Purchaser refusing to accept the Goods from the Carrier or Purchaser or not picking up the Goods after RFS made it available through carrier (“Purchase Breach”).  The compensation es shall be payable immediately upon receipt by a corresponding invoice. RFS may set off from any payment by Purchaser for any unpaid compensation resulting from a Purchase Breach. Title to the Goods shall pass on to and vest in the Purchaser only upon acceptance of delivery by the Purchaser for the Goods. The Purchaser is free to provide prove that RFS has no or less damage than the sum requested.” 

ARTICLE 6. LEAD TIMES FOR SHIPPING

1. Any express orders placed and confirmed through the Webshop via Acknowledgement of Order prior to 12:00 h at noon on any given Business Day will be prepared by RFS for dispatch and handed over to the respective carrier (“Handling”) the same day of the Order. Handling for any later Orders shall occur the following Business Day.  
2. The shipping times depend on the selected carrier option you have selected for delivery prior to check out. The estimated delivery times for such options are as follows:
   - One to three work days for standard delivery within Germany.
   - One work day for express delivery within Germany.

ARTICLE 7. PRICES AND TAXES

1. Prices for the Goods are quoted and shall be paid in Euro (€). Prices are quoted for the quantities set out in the Contractual Documents. 
2. Prices for Goods are firm and quoted without VAT. Purchaser shall pay said Taxes directly to the relevant tax authorities, at the rate applicable at the time payment is effected. Should RFS be obliged to pay any Taxes in respect of the provision of Equipment, the Purchaser shall refund the same within 30 days of receipt of the documents justifying their payment. Should this be prevented by local legislation, RFS shall reserve the right to increase the prices quoted herein in proportion to the tax burden actually borne. If any payment by the Purchaser is subject to withholding tax, the Purchaser agrees to increase the amount of any payment which is subject to a withholding or pay an additional amount, as is necessary to ensure that RFS receives the same amount it would have received if there had been no withholding. Prices may be adjusted to reflect changes to the tax laws. 

ARTICLE 8. PAYMENT TERMS

1. Payment for Goods and related delivery charges must always be made in advance, and you will be prompted to payments during the order process. 
2. Payment must be made in full for your Order, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law). 
3. We accept the following methods of payment on our Webshop: 
   Request to Pay  
   Credit Card 
4. During check out the payment process will start automatically, and you will be prompted to the partnering payment provider, who will process your payments.  
5. Invoices will be sent automatically via email by RFS upon dispatch of the Goods.  

ARTICLE 9. ACCEPTANCE OF GOODS

The Purchaser shall perform a visual and quantitative check of the Goods upon delivery thereof and shall notify RFS in writing of any apparent defect, omission or damage. If such notice is not given within undue delay, but latest within three (3) Business Days following delivery, the Goods shall be deemed accepted and in conformity with the packing list and the Order and free from apparent defects or non-conformity. In the event any claim relating to the Goods is notified to RFS within three (3) Business Days from delivery, the Purchaser shall establish the basis of its claim of the defects or non-conformity found and shall grant RFS every facility to ascertain and correct them. The Purchaser shall neither undertake any repairs itself nor cause any third party to undertake any repairs. No Goods shall be returned without RFS’ prior authorization. Returns shall be sent at the Purchaser’s expense and risk.  

ARTICLE 10. WARRANTY

1. Warranty on Hardware

   RFS warrants that the Hardware shall comply with its technical specifications and be free from any defects in design, material or workmanship. Warranty claims are subject to a statute of limitations of twelve (12) months calculated from the date of shipment as far as no further exception is made for certain parts of Hardware originating from third parties. Notifications of defect by the Purchaser shall be given in writing without undue delay upon detection of the defect. The parts of the Hardware which are recognized by RFS as being under warranty and defective shall, at RFS’ option, be replaced, repaired or reimbursed. Unless otherwise provided by law, operations performed under this warranty, in particular the repair, modification or replacement of part, shall not have the effect of extending the Hardware warranty. This warranty does not cover obtaining or paying for access to, or uninstalling installed Equipment, installing replacement Equipment, on-site repairs. In the event RFS finds no fault in any Equipment returned with an RMA, it may impose the costs of transporting the equipment to and from RFS to Purchaser. The cost of return to the Purchaser shall be borne by RFS. The repaired or replaced spare parts shall be supplied to the Purchaser on a standard-exchange basis, either by new components, or by reconditioned components identical or superior in quality and functionality to the replaced parts or Hardware. RFS warrants the repaired or replaced part of the Hardware under the same conditions for a period expiring either simultaneously with the initial warranty of the Hardware or three (3) months after delivery of such repaired or replaced part whichever is later.

2. Warranty Limitations

   This warranty does not cover damage caused by: (1) non- compliance with the instructions for use or installation of the Equipment, (2) use of the Equipment in combination with, or integration of the Equipment into, equipment not supplied by RFS, unless such combination or integration has been expressly approved in writing by RFS, (3) use of the Equipment for a purpose other than that for which it is intended, (4) faults and deterioration caused by normal wear and tear, (5)Equipment malfunctioning due to external causes (e.g., radio- electric interference produced by other equipment, variation in voltage of the mains supply and/or telephone line), (6) changes or repairs made to the Equipment, or to the interface conditions, including mandatory changes, without RFS’ prior authorization. The fulfilment of the above obligations shall be in full satisfaction of RFS' liability for defects with regard to the equipment and shall be the sole and exclusive remedy of the Purchaser. RFS disclaims all warranties, whether express or implied (including, without limitation, warranties of merchantability and fitness for a particular purpose) concerning the Equipment or its accompanying documentation. The Parties may enter into a separate maintenance and support contract. 

ARTICLE 11. LIMITATION OF LIABILITY

In no event shall RFS, its agents and subcontractors be liable for any indirect, incidental, intangible and/or consequential damage (such as losses of use, data, profit, income, business, anticipated savings, reputation, goodwill, or business interruption and more generally, any losses of an economic or financial nature, whether these may be deemed as consequential or arising directly and naturally from the incident giving rise to the claim) arising out of the use or inability to use the Equipment (even if foreseeable or specifically notified to RFS), whether such liability is based on breach of contract or any negligent act or omission of RFS, its agents and subcontractors. Unless otherwise provided for herein, the Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the contract or tort. However, this limitation does not apply for certain circumstances where prohibited by law. However, claims for damages arising from a breach of a material condition of contract shall be limited to the foreseeable damage which is intrinsic to the contract, provided that no circumstances that are typically prohibited from liability caps inthat venue applies. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser. 

ARTICLE 12. INTELLECTUAL PROPERTY – INFRINGEMENT

RFS shall retain all intellectual property rights in elements, particularly the plans, studies, works and documents prepared and developed by RFS within the frame of the performance of the Order, and such elements shall not be made available to third parties or used without RFS’ written consent. RFS shall defend the Purchaser against any claims for infringement of any third party industrial or intellectual property rights, provided that (i) the Equipment have been used in conformity with the technical specifications attached to the Contractual Documents, (ii) the Equipment has not been modified without RFS' prior written consent, (iii) the infringement does not result from the assembly, function or use of the Equipment or any part thereof in combination with any products not supplied by RFS, (iv) the infringement occurs in the country of the Equipment delivery or in the country foreseen for use as communicated to RFS in the Order and (v) the Purchaser has given RFS the earliest possible notice of claims made or actions threatened or brought against it and has communicated in due time to RFS all relevant documents and information in its possession. If, by a final judgment, any item of Equipment is held to infringe a third- party intellectual property right, RFS shall at its own expense and option, as a sole remedy for Purchaser: (a) obtain the right for the Purchaser to continue using the Equipment; or (b) replace the infringing Equipment with equivalent, non-infringing Equipment; or (c) modify the infringing Equipment so that it becomes non- infringing; or (d) if neither of the foregoing is available on reasonable terms and conditions, cancel the Order and repurchase the infringing Equipment from the Purchaser at a price equal to the purchase price paid for the Equipment, less depreciation on a five years straight line basis 

ARTICLE 13. REFERENCE TO RFS’S BRANDS AND TRADENAMES

The Purchaser shall not refer to the names or brands of RFS’s group, for any purpose whatsoever, without the prior written consent of RFS. 

ARTICLE 14. FORCE MAJEURE

RFS shall incur no liability for any failure or delay to perform any of its obligations if it is prevented from performing its obligations due to events such as fire, flood, tornado, storm, lightning, earthquake, monsoon, natural calamities, pandemics, epidemics, quarantine restrictions, disturbance in supplies from normally reliable sources (e.g. acute supply shortages, supply chain lead time issues, cost of raw materials, logistics/shipping/freight accessibility, delays and costs, electricity, water, fuel and the like), riot, strike, lockout, transport difficulties, government action, war or any other event beyond the reasonable control of the RFS. RFS shall promptly notify the Purchaser of any delay caused by force majeure. If the delay resulting from force majeure exceeds three (3) months, either Party may cancel the unperformed part of the Order. Payment shall remain due for the performed part, and the Parties shall promptly settle their accounts accordingly. 

ARTICLE 15. APPLICABLE LAW - DISPUTES

Unless otherwise agreed by the Parties, these T&C’s and the Orders shall be governed by the laws of Germany, with the exception of the conflict of law provisions and the provisions of the UN Sales law (CISG) without giving effect to its principles of conflict of laws. Any dispute or difference between the Parties concerning the validity or interpretation of the Contractual Documents or anything contained herein, or in connection therewith or relating to any of the rights, duties, obligations, or the performance thereof, shall be finally settled by the competent court of Hannover. 

ARTICLE 16. BUSINESS PRACTICES - COMPLIANCE WITH LAWS

1. Purchaser warrants that it as well as its directors, officers, employees and shareholders have not been convicted of or pleaded guilty to an offence involving fraud, corruption or money laundering and that is not now listed by any government authorities as debarred, suspended or otherwise ineligible for government procurement programs. Furthermore, Purchaser shall immediately inform RFS of any conviction, or investigation proceedings initiated against, of any of its directors, officers, employees and shareholders.
2. Purchaser acknowledges having been made fully acquainted 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/ and incorporated by reference hereof). Purchaser undertakes, in particular, to apply the standards set out therein with respect to the performance of these T&C’s and related purchase order as such relates to labour, international human rights, environmental, health and safety, combating bribery and ethics. Purchaser recognizes that violation of such principles will be considered a material breach of these T&C’s. In the event RFS reasonably believes that a breach of any of the representations and warranties in this Article 16 has occurred or may occur, and provided that RFS provides Purchaser prior written notification explanatory of such belief, RFS may withhold further delivery to Purchaser until such time as it has received confirmation to its satisfaction that no breach has occurred or will occur. RFS shall not be liable to the Purchaser for any claim, losses or damages whatsoever related to its decision to withhold delivery under this provision. The Purchaser accepts to receive and make known to relevant Purchaser personnel anti-corruption information and/or training materials from RFS in connection with these T&C’s.
3. Purchaser accepts that this Article 16 constitutes a material condition of these T&C’s and that any violation of any principles set forth herein will be considered as a material breach of these T&C’s or any related purchase order, allowing RFS to terminate these T&C’s and any related purchase order with immediate effect, without RFS incurring any liabilities in respect of such termination and without prejudice to any other remedies RFS may have in law, equity or in contract in respect of such breach.
4. RFS shall not be obliged to perform deliveries, orders and other obligations under these T&C’s if that performance is hindered by the 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 agents and affiliates shall, and shall cause their respective employees to, comply at their own expense with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the foregoing have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal, (collectively “Laws”), including, as applicable, but not limited to (a) anti-bribery and records keeping laws, conventions and/or directives of each country in which such party conducts business as it relates to this agreement including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development convention on combating bribery of foreign public officials (“OECD”) and the United Nations Convention Against Corruption (“UNCAC”) (also known as the Merida convention), including but not limited to offering of payment or transfer of anything of value as defined in the FCPA and other laws implementing the Convention on combatting Bribery of Foreign Public Officials in international business transactions. RFS incurs any costs and/or damages due to the violation by the Purchaser of the business ethics referred to in this Article 16, the Purchaser undertakes to fully indemnify RFS for such costs and damages incurred.