TERMS & CONDITIONS
RW Integrated Solutions, LLC, a Florida corporation ("Seller")
1. Applicability of Terms and Conditions; Offer and Acceptance. All purchases of goods, parts, and products (collectively, the “Products”) from Seller by the customer (“Buyer”) identified on the sales order acknowledgment, order receipt confirmation, order confirmation, invoice or other document issued by Seller to Buyer (the “Seller Documents”) and to which these Terms & Conditions (the “Terms and Conditions”) are attached or into which these Terms and Conditions are incorporated by reference to Seller’s website on which these Terms and Conditions are posted shall be subject to and governed by these Terms and Conditions. These Terms and Conditions constitute an offer or counteroffer by Seller to sell the Products to Buyer and, when accepted by Buyer, together with the applicable Seller Documents attached hereto or into which these Terms and Conditions are incorporated by reference, including any agreement executed by the parties (collectively, the “Contract”), will be the entire agreement between Seller and Buyer relating to the purchase of the Products. These Terms and Conditions are not an acceptance of any offer or counteroffer made by Buyer, and this offer and any Contract arising out of this offer are expressly conditioned on Buyer’s assent to all of the terms and conditions set forth in these Terms and Conditions. Seller objects to and hereby rejects any additional or different terms or conditions contained in any request for quotation, purchase order, or other document or communication previously or hereafter provided by Buyer to Seller. No such additional or different terms or conditions will be of any force or effect. There are no conditions to the Contract that are not so contained or incorporated in the Contract by reference, nor shall these Terms and Conditions be affected in any way by any course of dealing or performance, or by trade usage. Buyer's acceptance of the Products sold under the Contract shall constitute Buyer's acceptance of these Terms and Conditions. Shipment by Seller is not an acceptance of any offer that Buyer may have made to Seller to the extent that such offer contains terms which differ from these Terms and Conditions, except to the extent that Seller has expressly agreed in writing to accept such difference. Seller at all times reserves the right to alter or cancel these Terms and Conditions, including without limitation, the Terms and Conditions pertaining to payment in the event that Seller determines Buyer is a credit risk.
2. Price. The Products prices quoted by Seller in the applicable Seller Documents responding to a Buyer purchase order shall be the price Buyer shall be required to pay for such Products; provided, however, that in the event Seller subsequently quotes higher prices due to supply cost increases, delay by Buyer in accepting the offer in accordance with the Seller Documents, or otherwise, then Buyer shall have an opportunity to rescind only the purchase order specifically impacted by the price increase. Buyer shall also pay federal, state and local taxes (including without limitation VAT, excise or other taxes) on the sale, use or shipment of the Products, as well as export and import duties, foreign collection charges, tariffs and other government or third party fees, charges, assessments or other sums now or hereafter in effect, and in the event any such taxes, duties, charges, tariffs, fees, assessments or other sums are subsequently increased, charged, redetermined or assessed Buyer shall also pay to Seller the amount of such increase, charge, redetermination or assessment within ten (10) days after Buyer’s receipt of notice from Seller with respect thereto. Failure of Buyer to make any payment as provided herein or to accept delivery of materials in accordance with shipping schedules shall constitute a breach of this Contract by the Buyer. Upon such breach, Seller may suspend deliveries until payment is made. At Seller’s option, it may cancel the Contract, and upon cancellation, Buyer shall be liable to Seller for all damages, including consequential damages sustained by Seller. In the case of materials specially fabricated for Buyer, Buyer shall be liable to Seller for the full purchase price, as well as all other damages, including consequential damages. If suit is brought to collect any account or accounts receivable under any Contract, Seller shall be entitled to collect all reasonable costs of collection and expenses of suit, including, but not limited to, reasonable attorney’s fees.
3. Quantity Variation. Buyer shall accept and pay for and have no right to reject shipments of Products which vary in quantity by more or less than five percent (5%) of the quantity specified.
4. Shipment. All Products shall be shipped Ex Works (EXW) (Incoterms 2020) from Seller's loading dock or other location (as designated by Seller in the Seller Documents).
5. Payment. Payment shall be Net thirty (30) days from the date of Seller’s invoice. No cash or anticipation discounts are permitted. Taxes, insurance and transportation charges invoiced are not subject to discount. Seller reserves the right to charge interest at the rate of one and one-half percent (1.5%) per month on amounts not paid within thirty (30) days. Seller reserves the right to require payment in advance or on delivery depending on Buyer’s creditworthiness, as determined by Seller in its sole discretion. No deductions from the sale price shall be taken by Buyer for returned Products, for debit memos issued by Buyer, or for any other reason, unless approval is given by Seller in writing.
6. Delivery. Quoted delivery dates are our best estimates, and we assume no liability for delays. Buyer's acceptance of delivery from shipper shall constitute a waiver of any claim against Seller for delay.
7. WARRANTY AND REMEDY.
A. WITH RESPECT TO PRODUCTS MANUFACTURED BY THIRD PARTIES (I.E., NOT MANUFACTURED BY SELLER), SELLER SHALL REQUEST THAT THE MANUFACTURER EXTEND THE BENEFITS OF THE MANUFACTURER’S WARRANTY TO BUYER, BUT IN NO EVENT SHALL SELLER HAVE ANY WARRANTY RESPONSIBILITY WITH RESPECT TO SUCH THIRD PARTY MANUFACTURED PRODUCTS. WITH RESPECT TO PRODUCTS MANUFACTURED BY SELLER, SELLER WARRANTS THAT SUCH PRODUCTS SOLD HEREUNDER SHALL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP FOR TWO (2) YEARS FROM DATE OF SHIPMENT. IN THE EVENT OF SUCH DEFECTS, SELLER’S ONLY OBLIGATION SHALL BE THE REPLACEMENT OF THE DEFECTIVE PRODUCTS, EXCLUSIVE OF ANY LABOR OR ANY OTHER CHARGES. THIS WARRANTY IS SELLER’S SOLE OBLIGATION AND EXCLUDES ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW SELLER EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES. SELLER FURTHER DISCLAIMS ANY RESPONSIBILITY WHATSOEVER TO BUYER OR TO ANY OTHER PERSON FOR INJURY TO PERSON OR DAMAGE TO, OR LOSS OF, ANY PROPERTY OR ITS VALUE CAUSED BY ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE OR MISAPPLIED OR MODIFIED OR REPAIRED BY ANY PERSON OR ENTITY NOT AUTHORIZED BY SELLER OR WHICH HAS BEEN IMPROPERLY INSTALLED.
B. ALL PRODUCT INFORMATION FURNISHED BY SELLER IS BELIEVED TO BE ACCURATE AND RELIABLE. HOWEVER, BUYERS MUST INDEPENDENTLY EVALUATE THE SUITABILITY OF AND TEST EACH PRODUCT SELECTED FOR THEIR OWN APPLICATIONS. SELLER PRODUCTS ARE NOT DESIGNED FOR, AND SHALL NOT BE USED FOR, ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, AUTOMOTIVE, MILITARY, AEROSPACE, MEDICAL, LIFE-SAVING, LIFE-SUSTAINING OR NUCLEAR FACILITY APPLICATIONS, DEVICES INTENDED FOR SURGICAL IMPLANT INTO THE BODY, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR LACK OF DESIRED OPERATION OF THE PRODUCT MAY RESULT IN PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE) OTHER THAN THOSE EXPRESSLY SET FORTH IN APPLICABLE SELLER PRODUCT DOCUMENTATION. WARRANTIES GRANTED BY SELLER SHALL BE DEEMED VOID FOR PRODUCTS USED FOR ANY PURPOSE NOT EXPRESSLY SET FORTH IN APPLICABLE SELLER DOCUMENTATION. SELLER SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF PRODUCTS USED IN APPLICATIONS NOT EXPRESSLY INTENDED BY SELLER AS SET FORTH IN APPLICABLE SELLER DOCUMENTATION.
C. Any technical assistance or advice offered by Seller in regard to the use of any Product or provided in connection with Buyer’s purchases is given free of charge and only as an accommodation to Buyer. Seller shall have no obligation to provide any technical assistance or advice to Buyer and if any such assistance or advice is provided, such fact will not obligate Seller to provide any further or additional assistance or advice. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products constitute a representation or warranty, express or implied.
8. Inspection. Buyer shall inspect the Products promptly after receipt and shall notify Seller in writing of any claims, including claims of breach of warranty, no later than thirty (30) days after Buyer discovers or should have discovered the facts upon which the claim is based. Failure of Buyer to give written notice of a claim within the time period shall be deemed to be a waiver of such claim.
9. Ownership of Tooling. Unless otherwise agreed specifically in writing (and not by a printed provision in any business form), all special tools, dies, molds, jigs and fixtures made or utilized by Seller shall be and remain Seller’s property. Should any special tools, dies, molds, jigs or fixtures be furnished by Buyer or contractually be Buyer’s property, they shall be held at Buyer’s sole risk, and Seller shall have a lien thereon while in Seller’s possession to secure all indebtedness whatsoever due from Buyer to Seller, which lien shall be enforceable by sale or court action.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM SELLER’S PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF SELLER OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF PRODUCTION, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, CLAIMS OF BUYER’S CUSTOMERS OR SIMILAR DAMAGES REGARDLESS OF WHETHER THEY ARE CHARACTERIZED AS DIRECT OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE U.S. DOLLAR AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER FOR THE COST OF THE PRODUCTS PAID BY BUYER UNDER THE APPLICABLE INVOICE GIVING RISE TO A CLAIM. THE DAMAGE LIMITATIONS PROVIDED IN THE CONTRACT AND THE REMEDIES STATED THEREIN SHALL BE EXCLUSIVE AND SHALL BE BUYER’S SOLE REMEDY. THIS LIMITATION ON LIABILITY SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE. Certain jurisdictions do not permit the limitation of certain types of liability, so this limitation may not apply to the Buyer.
11. Limitation of Actions. Anything to the contrary notwithstanding, any action for alleged breach by Seller of these Terms and Conditions shall be barred unless commenced by Buyer within one (1) year after the date the Products in question were first delivered to Buyer; provided, however, that claims exclusively for breach of warranty relating to Products manufactured by Seller shall be barred unless commenced by Buyer within the two (2) year warranty period provided for in Paragraph 7(A).
12. Patents. Seller makes no warranty that the Products sold hereunder will be delivered free of the rightful claim of any third party by way of infringement of intellectual property rights. Subject to the limitations set forth in these Terms and Conditions, if a Product manufactured by Seller and furnished to Buyer becomes or, in Seller’s opinion, may become the subject of any claim, suit or proceeding for infringement of an intellectual property right of a third party (“Claim”), Seller shall indemnify and hold Buyer harmless from and against such Claim, provided that Buyer (i) provides Seller with prompt written notice of such Claim; (ii) grants Seller sole control of the defense of such Claim and right to settle the Claim; and (iii) cooperates with Seller’s reasonable requests in the defense and settlement of such Claim. In the event of any such Claim, Seller may, at its option and expense, (i) obtain for Buyer the right to continue to use, lease or sell the Product, (ii) replace the Product with an alternative non-infringing product, (iii) modify the Product, or (iv) request the Buyer to return the Product and refund the purchase price paid by Buyer for the Product less a reasonable amount for use, damage or obsolescence. Notwithstanding anything contained herein to the contrary, Seller will not be liable for any Claim arising from any of the following (each an “Excluded Claim”): (i) Seller’s compliance with Buyer’s designs, specifications or instructions; (ii) the combination of Products with components not provided by Seller; (iii) the modification of the Product other than by Seller; or (iv) the use of a Product in practicing a process or method. Additionally, Buyer agrees, at its expense, to indemnify, hold harmless, protect and defend Seller from and against any Excluded Claim and all damages, costs and expenses attributable thereto. The sale by Seller of the Products to Buyer does not grant to, convey or otherwise confer upon Buyer, Buyer’s customers or any party claiming under Buyer or its customers, any express or implied license to utilize any rights in the patents, trade secrets, copyrights or other items of intellectual property of Seller or the manufacturer incorporated into said Products other than the right to utilize said Products exclusively in connection with the intended purposes thereof. Without limiting the generality of the foregoing, the Buyer, for itself and its customers, hereby agrees to not: (1) resell the Products ordered hereunder other than as part of its products; (2) reverse engineer, decompile or disassemble any of Seller’s intellectual property; (3) utilize any Product sold or supplied by Seller for the purpose of debugging any Product ordered by Buyer hereunder for any other purpose whatsoever; or (4) make any disclosure of any trade secret of the Seller.
13. Packing. Any packing requirements other than Seller's standard packaging and commercial containers shall incur an extra charge which shall appear on Seller's invoice.
14. Collateral Promises. There are no representations, warranties or conditions express or implied, statutory or otherwise except those contained in these Terms and Conditions and no collateral agreement or waivers shall be binding on either Buyer or Seller unless in writing and signed by both Buyer and Seller.
15. Indemnification. If Buyer alters the Products sold hereunder or combines them with other component parts for resale, Buyer agrees to indemnify Seller and hold Seller harmless from all losses, costs, and expenses, including attorney's fees, resulting from claims that are based on such combination.
16. Changes by Buyer. It is understood that the prices herein are subject to adjustment by Seller in case of changes by Buyer in specifications, quantities, or delivery requirements after Seller’s acceptance or confirmation of Buyer's order. It is further understood that all warranties, limitations of liability, disclaimers and indemnity agreements as contained in Paragraphs 7, 10, 12 and 15 herein, together with all other paragraphs hereof, shall apply to all Products covered by any change by Buyer and that no modification or rescission of any such warranty, limitation or liability for damages, disclaimers, or indemnity agreements shall be binding on Seller unless Seller expressly agrees in writing.
17. Export Controls. Buyer acknowledges that all shipments by Seller are or may be subject to restrictions and limitations imposed by United States export controls, trade regulations and trade sanctions. Buyer at all times will comply with such sanctions, controls and regulations and will cause compliance with such sanctions, controls and regulations in its use and disposition of the Products. With respect to each Product shipment, Buyer will obtain and supply to Seller in writing all information required by Seller to obtain any U.S. export license, permit, approval or documentation applicable to such shipment. Notwithstanding any contrary provision in these Terms and Conditions, Seller will have no obligation to make any shipment to Buyer until Seller has received all such information and has obtained the applicable licenses, permits, approvals or documentation for shipment, if any. If Seller learns, or has reasonable cause to believe, or if any branch or agency of the government of the United States claims, that a violation of any applicable trade sanctions, export controls or trade regulations has occurred or is likely to occur because of any shipment, Seller may, in addition to any other remedy it may have, suspend all shipments to Buyer until: (a) Seller is satisfied that such violation did not occur or has ceased to occur, or (b) such claim is withdrawn or otherwise resolved in favor of Seller. Neither Buyer, nor its employees, agents, subcontractors, officers or representatives, shall cause or permit any of the Products to be shipped to any recipient in any country for which a validated export license is required by the United States, or to which shipment is prohibited under trade regulations or trade sanctions of the United States. It shall be the duty of Buyer to inform itself in detail of such export controls, trade regulations and trade sanctions. Buyer will not cause or permit any Buyer reseller, customer or user in other parts of the world to receive Products until all necessary import and/or export approvals and clearances have been obtained, and until all United States export controls, trade regulations or trade sanctions applicable to such shipments have been fully complied with. Buyer will indemnify and will hold Seller harmless from and against any claim, loss or liability arising out of any breach of the foregoing covenants contained in this Paragraph. Buyer represents and warrants that Buyer is not a person described or designated as a Blocked Person pursuant to Section 1 of Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, (31 CFR part 595), as amended, and Buyer does not engage in any dealings or transactions with any such person.
18. NCNR Orders and Restocking Fees. Notwithstanding anything to the contrary set forth in the Contract and except to the extent expressly provided to the contrary in any Seller Document, (a) all purchases of Products by Buyer are final, non-cancelable, and non-returnable, and (b) Buyer acknowledges and agrees that once Buyer’s purchase order is placed and Seller has issued a confirmation or acceptance with respect thereto, Buyer may not cancel or modify the purchase order, return the Products, or seek any refunds. In the event that Seller, in Seller’s sole discretion, agrees in writing to accept a return or cancellation which Seller is not obligated to accept under the terms of this Paragraph 18, then Buyer shall be subject to the payment of a restocking fee to Seller which is equal to the greater of (a) twenty five percent (25%) of the price for the Products at issue or (b) the amount of the restocking fee which Seller is obligated to pay to the manufacturer or distributor from which Seller purchased the Products at issue, and additional charges may apply for any opened, used, damaged, or custom-manufactured Products. Any authorized return must be in its original packaging and condition, and Buyer shall bear all return shipping costs.
19. Interpretation. The rights and obligations of the parties under this Contract shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods, which is hereby expressly disclaimed. All rights and obligations of the parties shall be governed by the laws of the state of Florida, including its provisions of the Uniform Commercial Code, but excluding its conflicts of laws principles. Any references to a “written notice” or an approval, consent, confirmation or other communication “in writing” in the Contract shall mean a document which has been signed by an authorized representative of the party, which signed document has been transmitted by such party to the other party via telecopier, scanned and emailed pdf, mail or courier. Emails shall not constitute “written notices” or “in writing” communications even if such e-mails contain a signature block or other sender identification.
20. Delay or Non-delivery. Seller shall not be liable for or deemed to be in default by reason of any failure to deliver the Products, or any delay in delivery due to any preference, priority, allocation or allotment order issued by any governmental body or any other cause beyond its control, including, but not limited to, acts of God or a public enemy, terrorism, acts of the government, fires, floods, epidemics, pandemics, quarantine or travel restrictions, strikes, lockouts, inability to obtain materials or shipping space on terms deemed reasonably acceptable by Seller, delays of carriers or suppliers, freight embargoes, severe weather conditions and delays of any subcontractor or supplier in furnishing materials, tools or supplies, or product allocations due to any supply chain shortages or delays. In addition, Seller shall be so excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any material necessary for manufacturing or acquiring the Products.
21. Procedure Upon Impracticability. When Seller is excused from performance as set forth in the Contract or under the Uniform Commercial Code as adopted by the state of Florida, Buyer shall have only those non-waivable rights conferred by the Uniform Commercial Code as adopted by the state of Florida and Buyer hereby waives all other rights to the greatest extent permitted by applicable law.
22. Assignment and Transfer. The rights and obligations of Buyer under the Contract (including any purchase order) may not be assigned or transferred by Buyer without written approval of the Seller.
23. Non-Waiver/Severability. The failure of Seller to insist upon strict adherence to any provision of these Terms and Conditions on any occasion shall not be considered a waiver of Seller’s right to insist upon strict adherence to such provision on any other occasion or to any other provision of these Terms and Conditions in any instance. Any waiver shall be in writing signed by a duly authorized representative of Seller. If one or more provisions of these Terms and Conditions is found by an arbitrator or court of competent jurisdiction to be illegal, invalid or unenforceable in whole or in part, the remaining terms hereof shall remain in full force and effect disregarding such illegal, invalid or unenforceable portion and such arbitrator or court shall be empowered to modify, if possible, such unenforceable provision to the extent necessary to make such provision enforceable in accordance with the intent and purposes of the parties expressed herein to the fullest extent permitted by applicable law.
24. Dispute Resolution; Arbitration. Each party hereby designates the state and federal courts located in and for Polk County, Florida (the “Exclusive Courts”), as the exclusive courts of proper jurisdiction and venue of and for any and all litigation relating to this Contract; hereby irrevocably consents to such designation, jurisdiction and venue; and hereby waives any objection or defense relating to jurisdiction or venue with respect to any lawsuit or other legal proceeding initiated in or transferred to the Exclusive Courts. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR FORUM TO WHICH THEY MAY BOTH BE PARTIES, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE CONTRACT, THE BREACH OF THE CONTRACT, OR WITH RESPECT TO ANY MATTER OR DISPUTE BETWEEN THEM. Buyer agrees to pay or reimburse on demand all costs, including attorneys’ fees and legal costs, incurred by Seller in connection with the enforcement of Seller’s rights in connection with the Products or the Contract, including, without limitation, lien rights. Seller, in its sole discretion, may demand that one or more issues or disputes arising under the Contract be determined by arbitration conducted pursuant to the rules and regulations of the American Arbitration Association. The remedy of arbitration shall be in addition to, and not in derogation of, other remedies available to Seller. Unless Seller otherwise designates in writing, the arbitration proceedings shall be conducted in Polk County, Florida.
25. Title and Risk of Loss. Title to materials sold shall remain with Seller until such materials are paid for in full. Buyer shall bear the risk of loss and damage from the time the materials are delivered to a carrier at the shipping point, whether or not the freight is prepaid.
REV: Effective June 9, 2025.
THE ABOVE TERMS AND CONDITIONS, INCLUDING THE WARRANTY OR WARRANTIES SET FORTH HEREIN, ARE PRESENTLY IN FORCE. THEY APPLY IN ALL CIRCUMSTANCES EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY AGREED BY SELLER IN WRITING. FURTHERMORE, SELLER RESERVES THE RIGHT, WITHOUT NOTICE, TO REVISE, AMEND OR OTHERWISE CHANGE ALL OR PART OF ITS TERMS AND CONDITIONS, INCLUDING ITS WARRANTY POLICIES, AND THE VERSION OF THESE TERMS AND CONDITIONS DISPLAYED ON SELLER’S WEBSITE AS OF THE DATE ON WHICH SELLER CONFIRMS OR ACCEPTS THE BUYER’S PURCHASE ORDER SHALL GOVERN THAT PURCHASE TRANSACTION.