General

These Terms and Conditions (T&C) will govern all relationships between RFOptic and its prospects, buyers, and resellers. In case a buyer of reseller objects to any part of these T&C, he or she shall notify RFOptic in writing within five (5) days from the receipt of these T&C. If a buyer or reseller fails to object within these five (5) days, this will constitute that such buyer or reseller accepts these T&C. No other terms or conditions will modify or change the provisions of RFOptic’s T&C.

Force Majeure

Any delay in delivery or non-delivery in whole or in part by RFOptic shall not be considered to be a breach of these T&C, if such performance is made impracticable by the occurrence of one or more of the following contingencies: (a) Fires, floods or other casualties; (b) Wars, riots, civil commotion, embargoes, governmental regulations, or martial law; (c) RFOptic’s inability to obtain necessary materials (finished or otherwise) from its usual sources of supply; (d) Shortage of transportation means or delays in shipment; (e) Existing or future strikes or other labor disagreements that affect the production or shipment, regardless of responsibility or fault on the part of the employer; and (f) Contingencies of manufacturing or shipment which is not reasonably within RFOptic’s control.

Taxes

All taxes and excises of any nature whatsoever now or hereafter levied by governmental authorities, whether foreign, federal, state, or local, upon the sale, use, or transportation of any goods covered hereby, shall be paid and borne by the buyer or reseller.

Title of Goods

The title of the goods shall pass on to the buyer or reseller upon delivery thereof. In case of EXW or FOB shipments, the delivery of the goods shall be at the risk of loss of that buyer or reseller. Any claim by such buyer or reseller against RFOptic for shortage or damage occurring prior to such delivery must be made within five (5) days after receipt of the goods and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from RFOptic in the condition claimed by that buyer or reseller.

Warranty 

Subject to the terms and conditions set forth below, RFOptic warrants that the goods will be free from defects in material and workmanship. This warranty shall extend for a period of twelve months from date of shipment. The provisions as outlined in RFOptic’s™ warranty policy apply.

RMA

Products purchased through RFOptic and under warranty may be returned for replacement. The provisions as outlined in RFOptic’s RMA policy apply.

Cancellations

RFOptic reserves the right to require payment for the goods in advance, or ask for satisfactory security, if RFOptic deems the financial responsibility of the buyer or reseller to be or become unsatisfactory. If the buyer or reseller fails to make payment in accordance with the terms of such an agreement or fails to comply with any provision hereof, RFOptic reserves the right to cancel any unshipped portion of the order at its own discretion. In such a case, the buyer or reseller will remain liable for all unpaid accounts and other remedies.

Goods cannot be returned and accepted orders cannot be canceled without RFOptic’s prior written consent. If a buyer or reseller cancels an order within 90 days of the scheduled delivery date, it will be liable for the full purchase price of the goods. If a buyer or reseller cancels an order 90 days or more from the scheduled delivery date, it will be responsible for all of RFOptic’s costs related to the order.

Governing Law

These T&C are deemed to be a contract made in the State of Israel and governed by the laws thereof and the exclusive venue and jurisdiction of the courts located in Tel Aviv, Israel.

Delivery

Deliveries will be made F.O.B. from RFOptic plant in Israel or any other place as designated by RFOptic. Buyer shall be responsible for all shipping and handling costs. Delivery of the quantity of goods ordered +/- 10% within ten business days of the proposed date of delivery shall constitute timely delivery. The proposed delivery date shall not be changed without RFOptic’s™ written consent.

Intellectual Property

RFOptic’s IP includes, but is not limited to, patents and copyright. Without limiting the Warranty provision above, RFOptic makes no representation or warranty as to whether the goods infringe any patent, trademark, service mark or copyright or other intellectual property right (collectively, “Intellectual Property”). The buyer or reseller shall indemnify and hold RFOptic harmless against any and all claims arising from any actual or claimed infringement of any Intellectual Property that arise by virtue of any use of the goods by the buyer or reseller, their customers or other users of those products.

Liability

In no event shall RFOptic be liable for any punitive, exemplary or consequential damages, anticipated or lost profits incidental damager or loss of time or other losses  or expenses incurred by the buyer, reseller or any third party, directly or indirectly, arising from any cause whatsoever, regardless of the form of such action, whether in tort (including negligence), contract, strict liability or otherwise, and regardless of whether RFOptic was advised of the possibility of such costs or damages. Moreover, in no event shall RFOptic’s™ total liability (together with the liability of its officers, directors, employees and agents) exceed the amount thereof paid by the buyer or reseller regarding the goods.

Export Restrictions

The buyer or reseller shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the applicable government and other competent authorities. The buyer or reseller will indemnify and hold RFOptic harmless for any violation or alleged violation by the buyer or reseller of such laws, rules, policies or procedures. The buyer or reseller shall not transmit, export or re-export, directly or indirectly, separately or as part of any system, the goods or any technical data (including processes and services) received from RFOptic, without first obtaining any license required by the applicable government and / or any other applicable competent authority. The buyer or reseller also certifies that none of the goods or technical data supplied by RFOptic hereunder will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design, development, production or use of nuclear, biological or chemical weapons or missile technology.

Severability

If any part, term or provision of these T&C shall be held illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over these T&C, the validity of the remaining portions of these T&C shall not be affected thereby.

IP and Technology Rights

Any documentation, data, or information of any kind that is marked Confidential or Proprietary  or that would otherwise reasonably be considered as such under the circumstances Confidential Information supplied by RFOptic to the buyer or reseller, shall be deemed to proprietary and treated as confidential by the buyer or reseller. Without limiting the foregoing, except as expressly agreed to by RFOptic in writing, the structure of, and growth technology and fab processes relating to, the goods shall constitute to be Confidential Information. RFOptic retains for itself all proprietary rights in and to all Confidential Information. The buyer or reseller shall not disclose, without RFOptic’s™ written consent, any Confidential Information to any other person, or use Confidential Information for any purpose other than in connection with its business relationship with RFOptic and its use of the goods. The obligations under this paragraph shall survive the cancellation, termination or completion of this agreement. RFOptic may, at its sole discretion, require that the buyer or reseller will execute a separate confidentiality agreement acceptable to RFOptic as a condition to providing any documentation or data which it considers proprietary or confidential. All derivatives of, improvements to, or technological advances regarding the Confidential Information or other technology disclosed by RFOptic to the buyer or reseller, regardless of whether embodied in the goods, shall belong to RFOptic. The buyer or reseller shall not have any rights therein. Moreover, the buyer or reseller shall use the goods only as a component its products and shall not reverse engineer or otherwise disassemble or decompile the goods. Any improvement to the goods developed through the use of any Confidential Information shall be the sole property of RFOptic, and the buyer or reseller hereby assigns to RFOptic all rights, titles and interest therein and shall fully assist and cooperate with RFOptic in perfecting such ownership rights, including any patent applications relating thereto.

License

The sale of any goods by RFOptic to a buyer or reseller does not convey any license under any patent, copyright, trade secret or other proprietary right with respect to which RFOptic can grant a license. RFOptic expressly reserves all of its rights regarding such patents, copyright, trade secrets and/or other proprietary rights.

RFOptic may make changes to these T&C. The most current version of the T&C will govern RFOptic’s use of information and can be found on www.rfoptic.com/terms-and-conditions. In case of material changes to these T&C, RFOptic will notify by posting a notice on the RFOptic website.