RSI Legal

The Service, the Site, and all information and/or content that you see, hear or otherwise experience on the Site (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to Relay Specialties or business partners, affiliates, contributors or third parties.

 

Relay Specialties grants you a personal, non-exclusive, non-transferable license to use the Site, the Service and the Content and to download, print and store portions of the Content that you select, provided that you: (1) only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. Relay Specialties reserves complete title and full intellectual property rights in any Content you download from the Site, subject to this limited license for you to make personal use of the Content as set forth herein.

 

You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.

 

You may not mirror, scrape, or frame the home page or any other pages of this Site on any other website site or web page. You may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without written permission.

 

Relay Specialties uses commercially reasonable efforts to maintain current and accurate pricing, availability, and Product information on the Site. However, because Product pricing is influenced by factors outside of Relay Specialties' control — including but not limited to commodity and raw-material costs, currency fluctuations, tariffs and duties, manufacturer and supplier price adjustments, freight and logistics costs, minimum-order-quantity changes, allocation and supply-chain constraints, and other market volatility — all prices, discounts, quantities, lead times, and availability shown on the Site are provided for informational purposes only, are subject to change or withdrawal at any time without prior notice, and do not constitute a binding offer to sell.

 

All prices are quoted and payable in U.S. dollars (USD) unless otherwise stated. Prices displayed on the Site do not include applicable sales, use, excise, value-added, or other taxes, or shipping, handling, insurance, or import charges, all of which are your responsibility unless expressly stated otherwise in writing by Relay Specialties.

 

Notwithstanding any price displayed on the Site or communicated in a quotation, Relay Specialties reserves the right, in its sole and reasonable business discretion, to refuse, cancel, correct, re-price, or decline to honor any order or quotation — in whole or in part — where the displayed or quoted price is inaccurate, out-of-date, mispriced (whether due to typographical, systems, currency-conversion, supplier data-feed, or other error), or where honoring the price would be commercially unreasonable to Relay Specialties, including but not limited to circumstances where the underlying supplier cost, commodity price, tariff, freight cost, exchange rate, or availability has materially changed between the time the price was displayed or quoted and the time an order is placed or accepted. In such cases, Relay Specialties will use commercially reasonable efforts to promptly notify you of the corrected price, quantity, lead time, or availability, and you may elect to accept the corrected terms or cancel the affected portion of the order. If you elect to cancel and your payment method has already been charged, Relay Specialties will issue a refund for the cancelled portion. Under no circumstances shall Relay Specialties be liable for any direct, indirect, incidental, consequential, or other damages arising from any such price correction, order refusal, or order cancellation.

 

Neither the display of a Product on the Site nor the quotation of a price constitutes a guarantee of availability. All orders remain subject to acceptance by Relay Specialties as set forth in Section 5 (Order Placement and Acceptance).

 

Product pricing on the Site and in Relay Specialties' quotations is exclusive of any and all tariffs, customs duties, anti-dumping duties, countervailing duties, Section 201 / Section 232 / Section 301 measures, excise taxes, import fees, port fees, harbor maintenance fees, brokerage charges, and other government-imposed or trade-related charges (collectively, "Tariffs and Surcharges") assessed on the affected Products or on the components, materials, or shipments used to produce or deliver them, whether such Tariffs and Surcharges are imposed by the United States or by any foreign government or authority.

 

Where a manufacturer, supplier, freight carrier, customs broker, or governmental authority assesses any Tariff and Surcharge on Products supplied by Relay Specialties, Relay Specialties reserves the right, in its sole and reasonable business discretion, to pass such charges through to the buyer as a separately identified line item on the applicable invoice, at the rate actually assessed to Relay Specialties. Such pass-through charges are in addition to the quoted or displayed Product price and are payable on the same terms as the underlying invoice.

 

Because Tariffs and Surcharges may be imposed, modified, increased, decreased, or rescinded at any time and often on short notice, Relay Specialties further reserves the right to apply, adjust, or remove such pass-through charges on open, unshipped, and pending orders, and on orders whose underlying inventory was procured before the imposition or change of the Tariff and Surcharge. Where a Tariff and Surcharge is subsequently rescinded or reduced, Relay Specialties will discontinue the pass-through once inventory subject to the original charge has been depleted.

 

For shipments to destinations outside of the United States, the buyer is the importer of record and is solely responsible for all applicable import duties, taxes, tariffs, customs clearance charges, and compliance with the import laws of the destination country, unless otherwise expressly agreed by Relay Specialties in writing. Relay Specialties will not be liable for delays, seizures, or additional costs arising from such import processes.

 

Any Tariff and Surcharge invoiced under this Section is not refundable in the event of order cancellation to the extent Relay Specialties has already been assessed such charge by its supplier, carrier, or a governmental authority. Nothing in this Section limits Relay Specialties' rights under Section 4 (Pricing and Product Information) to correct, re-price, or decline to honor any order.

 

Unless otherwise agreed in writing, all shipments are made F.O.B. Shipping Point. Title to, and risk of loss or damage of, the Products passes to the buyer at the time the Products are delivered by Relay Specialties to the common carrier, freight forwarder, or courier. Freight, insurance, handling, duties, taxes, and related charges are the responsibility of the buyer unless otherwise stated in Relay Specialties' quotation or order acknowledgment. Any loss, damage, delay, mis-delivery, or theft occurring after tender to the carrier is the responsibility of the buyer and the carrier, not Relay Specialties.

 

Any different or additional shipping, freight, delivery, or Incoterms provisions stated in Relay Specialties' quotation, order acknowledgment, invoice, or a written agreement signed by Relay Specialties will control over the general terms of this Section.

 

Delivery dates, lead times, and transit times provided by Relay Specialties are estimates only, are based on information provided by manufacturers, suppliers, and carriers, and are not guaranteed. Relay Specialties shall not be liable for any direct, indirect, incidental, consequential, or other damages resulting from any delay in shipment, transit, or delivery.

 

Buyer is responsible for inspecting all shipments upon receipt. Claims for shortages, incorrect Products, visible shipping damage, or suspected defects must be reported to Relay Specialties in writing within seven (7) days of receipt, together with supporting documentation (including carrier proof-of-delivery, photographs of damaged packaging, and packing-list copies). Claims not made within this period shall be deemed waived. Concealed damage or shortages must additionally be reported to the carrier per the carrier's tariff.

 

Reporting shortages, damage, incorrect Product, or suspected defects. Claims of shortages, shipping damage, incorrect Product, or suspected defects must be reported to Relay Specialties in writing within seven (7) days of receipt, in accordance with Section 5a (Shipping, Title, and Risk of Loss). Claims not reported within this period shall be deemed waived.

 

Discretionary returns. All other, non-defect-based returns are discretionary and require Relay Specialties' prior written approval by issuance of a Return Material Authorization ("RMA") number. To request an RMA, contact sales@relayspec.com or call 201-337-1000 within thirty (30) days of receipt of the Products. Requests must include the original order or invoice number, part number(s), quantity, and reason for return. Products returned without a valid RMA number, or returned after the applicable RMA window, may be refused at the buyer's expense.

 

Condition of returned Product. Except where a Product is being returned as allegedly defective, Product must be returned unused, in resalable condition, and in its original, unopened, and undamaged packaging, with all original labels, documentation, and manufacturer date codes intact. Product showing signs of use, soldering, tampering, alteration, ESD damage, moisture damage, or other physical or electrical damage is not eligible for discretionary return.

 

Restocking fees. A restocking fee may apply to discretionary returns, in Relay Specialties' discretion, based on Product line, condition, and the restocking terms Relay Specialties' supplier applies to the return.

 

RMA does not guarantee credit. Issuance of an RMA number authorizes the buyer to return Product for evaluation only; it does not guarantee that credit, refund, or replacement will be issued. Final determination of eligibility for credit, refund, or replacement is made by Relay Specialties after inspection and evaluation of the returned Product (and, where applicable, after the manufacturer's or supplier's evaluation).

 

Non-Cancelable and Non-Returnable Products. The following categories of Products are Non-Cancelable and Non-Returnable ("NC/NR") and cannot be returned for any reason other than a demonstrable defect covered under Section 9: (i) any Product identified as "NC/NR" at the time of quotation or order acknowledgement (see Section 8(b)); (ii) custom-manufactured, modified, programmed, or configured Products; (iii) Products cut to length or otherwise altered from the manufacturer's standard packaging; (iv) obsolete, end-of-life, or last-time-buy Products; (v) Products purchased under special-order, drop-ship, or non-stock arrangements; and (vi) any Product for which the manufacturer or supplier does not accept returns from Relay Specialties.

 

Return freight. Return shipments are the responsibility of the buyer, including freight, insurance, and applicable duties or taxes, unless the return is the result of Relay Specialties' mis-shipment or a Product defect covered under Section 9. Where credit or refund is approved, it will be issued to the original payment method or applied to the buyer's account after Relay Specialties' receipt and inspection of the returned Products.

 

a. Sale of Critical Components.  Products sold by Relay Specialties are not authorized for use in any manner as a component of a life support device or system, whose failure to perform can be reasonably expected to cause the failure of the life support device or system, or to affect its safety or effectiveness. Unless otherwise noted, all components are sold for commercial use only.

 

b. Non-Cancelable / Non-Returnable Products.  Relay Specialties will notify you of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Irrespective of circumstances, you agree that "NC/NR" products may not be cancelled, returned or rescheduled by you without the agreement of both Relay Specialties' supplier(s) and the written consent and authorization of Relay Specialties.

 

c. Technical Assistance and Design Support Services. Relay Specialties offers its technical assistance and design support services solely as a convenience to Relay Specialties customers. Relay Specialties technical assistance and design support services personnel provide useful information regarding the Products. As such, Relay Specialties does not guarantee that any information or design recommendation provided is accurate, or correct, and Relay Specialties shall have no responsibility or liability in connection with any and all information provided. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Relay Specialties technical assistance and design support services personnel, and the reliance on such information or recommendation is at your sole discretion and risk

 

d. Revisions and Corrections of Errors and Inaccuracies The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Relay Specialties therefore reserves the right to correct any errors, inaccuracies or omissions and to change, revise or update the Content at any time without prior notice. However, Relay Specialties does not guarantee that any errors, inaccuracies or omissions will be corrected. Revisions to the Site will occur from time to time and at the discretion of Relay Specialties.

 

e. Third Party Links Hypertext links to third party website or information do not constitute or imply an endorsement, sponsorship, or recommendation by Relay Specialties of the third party, the third-party website, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Relay Specialties is not responsible for the availability of any such website and that Relay Specialties does not endorse or warrant, and is not responsible or liable for, any such website or the content thereon. Your ability to navigate to these sites through Relay Specialties Site is at your own discretion. You need to make your own decisions regarding your interactions or communications with any other website.

 

f. Geographic Limitations on Use.  Like most Internet website, this site is accessible worldwide. However, not all Relay Specialties products or services are available to all persons or in all geographic locations. Relay Specialties reserves the right to limit the provision of its products and services to any person, geographic area, or jurisdiction and to limit the quantities of any products or services that it provides. You agree to comply with all applicable laws, local customs and rules regarding the transmission of technical data, acceptable content, and online conduct.

 

g. Color Display. Relay Specialties attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors you see will depend on many factors, including your monitor or printer, Relay Specialties cannot guarantee that the color you see matches the product color

 

IN NO EVENT SHALL RELAY SPECIALTIES BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY RELAY SPECIALTIES, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF RELAY SPECIALTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

RELAY SPECIALTIES' SOLE OBLIGATION AND LIABILITY FOR PRODUCT DEFECTS SHALL BE, AT RELAY SPECIALTIES' OPTION, TO REPLACE SUCH DEFECTIVE PRODUCT OR REFUND TO CUSTOMER THE AMOUNT PAID BY CUSTOMER THEREFORE. IN NO EVENT SHALL RELAY SPECIALTIES' LIABILITY EXCEED THE BUYER'S PURCHASE PRICE. The foregoing remedy shall be subject to buyer's written notification of defect and return of the defective product within ninety (90) days of original purchase. The foregoing remedy does not apply to products that have been subjected to misuse (including without limitation static discharge, electromagnetic interference (emi), radio frequency interference (rfi), etc.), misapplication, neglect, accident or modification, or to products that have been soldered or altered during assembly, or are otherwise not capable of being tested to their original specifications. Determination of any freight charges associated with return of the defective product shall be made at the time of the return authorization.

 

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, AT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

 

Products, technical data, software, and services sold or supplied by Relay Specialties may be subject to United States export control laws, including the Export Administration Regulations ("EAR"), the International Traffic in Arms Regulations ("ITAR"), and the economic sanctions and embargoes administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), as well as the export control and sanctions laws of other jurisdictions that may apply.

 

By placing an order with Relay Specialties, buyer represents, warrants, and covenants that: (i) buyer will comply with all applicable U.S. and foreign export control, re-export, transfer, sanctions, and anti-boycott laws and regulations; (ii) buyer will not, directly or indirectly, export, re-export, transfer, divert, ship, or provide Products, technical data, or software to any person, entity, country, or end-use prohibited by such laws, including without limitation any party listed on the U.S. Denied Persons List, Entity List, Unverified List, Military End-User List, or OFAC's Specially Designated Nationals and Blocked Persons List; (iii) buyer is not itself, and is not owned or controlled by, any such prohibited person or entity; and (iv) buyer will not use any Product in connection with the design, development, production, or deployment of nuclear, chemical, or biological weapons, missiles, or unmanned aerial vehicles, or in any other prohibited end-use.

 

Relay Specialties reserves the right to refuse, suspend, or cancel any order, and to withhold any shipment, that Relay Specialties determines, in its sole discretion, may violate any applicable export control, sanctions, or anti-boycott law. Buyer shall indemnify, defend, and hold Relay Specialties harmless from and against any and all claims, penalties, fines, losses, costs, and expenses (including reasonable attorneys' fees) arising from buyer's violation of this Section or of any applicable export control or sanctions law.

 

Relay Specialties shall not be liable for, and shall not be deemed in default under this Agreement or any purchase order on account of, any delay in or failure of performance (other than the obligation to make payments already due) that arises out of, results from, or is contributed to by any cause or condition beyond Relay Specialties' reasonable control, including without limitation: acts of God; fire, flood, earthquake, hurricane, tornado, or other severe weather or natural disaster; epidemic, pandemic, quarantine, or public-health emergency; war, invasion, hostilities, terrorism, riot, civil unrest, or insurrection; strikes, lockouts, or other labor disputes or shortages; energy or utility shortages; failures or interruptions of the internet, telecommunications, or third-party service providers; cyberattack, ransomware, or other malicious intrusions; embargoes, sanctions, tariffs (including without limitation the measures described in Section 4a), export or import controls, quotas, or other governmental action or restriction; supplier or manufacturer failure, delay, allocation, discontinuance, obsolescence, or shortage of raw materials, components, subassemblies, packaging, or finished Products; failures, delays, or capacity constraints of common carriers, freight forwarders, ports, or customs authorities; changes in law or regulation; and any other event or circumstance of a similar or dissimilar nature that Relay Specialties could not have prevented through the exercise of reasonable diligence (each a "Force Majeure Event").

 

During the pendency of a Force Majeure Event, Relay Specialties' obligations to ship, deliver, or otherwise perform shall be suspended for the duration of the event and for a reasonable period thereafter. Relay Specialties will use commercially reasonable efforts to notify affected buyers of any material Force Majeure Event and its estimated impact on affected orders. Relay Specialties may, at its sole option and without liability, reallocate available Product among its customers on any reasonable basis, and may terminate or cancel any affected order that Relay Specialties reasonably determines can no longer be fulfilled or can no longer be fulfilled on commercially reasonable terms.