Terms & Conditions
TACTICAL R/C, LLC TERMS AND CONDITIONS OF SALE
These terms and conditions (“Terms”) are a legal agreement between you (together with the governmental or business entity, if any, that you represent, “you”, “your” or “Customer”) and Tactical R/C., LLC. (“Tactical R/C” or “we”, “us” or “our”), establishing terms and conditions under which you will purchase the Product(s). The date you first agree to or first accept these Terms and Conditions is referred to herein as the “Effective Date.” BEFORE YOU SUBMIT A PURCHASE ORDER, ACCEPT DELIVERY, OR USE A TACTICAL R/C PRODUCT, CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY SUBMITTING A PURCHASE ORDER, ACCEPTING DELIVERY OF, OR USING A TACTICAL R/C PRODUCT, YOU AND THE MUNICIPAL, GOVERNMENT, NON-PROFIT, OR COMMERCIAL ENTITY, AS APPLICABLE, THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE MUNICIPAL, GOVERNMENT, NON-PROFIT, OR COMMERCIAL ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU WILL NOT BE PERMITTED TO PURCHASE THE PRODUCT, OR DO NOT SUBMIT A PURCHASE ORDER OR USE ANY TACTICAL R/C PRODUCT.
1. Certain Definitions. “Product(s)” means Tactical R/C’s Vantage remote visualization vehicle. “Order” means an order for Products submitted by the Customer through the Website (as defined below) or otherwise. “Device Software” means any software embedded within or distributed by Tactical R/C for use in connection with the Products. “Services” means any services provided by Tactical R/C in connection with the Product.
2. Quotation and Pricing. Pricing information that we publish on our Website shall be regarded as provisional and may be changed at any time. Pricing shall be final only upon Tactical R/C’s written (electronic or on paper) acceptance of an Order. The publication of Tactical R/C’s price list on our Website or otherwise does not constitute an offer to sell at the prices set forth therein. Placement of an Order by Customer shall constitute a binding commitment on Customer to purchase the Products at the applicable price. Tactical R/C reserves the right to reject Orders for any reason. Tactical R/C will carry product liability insurance, but Customer shall be responsible for any costs for shipping, additional insurance, taxes, duties, and other related fees. Whether before or after acceptance of an Order Tactical R/C may, without approval from or notice to Customer, make changes to Products that do not adversely affect performance or function.
3. Purchase and Payment. Customer agrees that all purchases of Products are subject to these Terms. Payment in full by Customer of the Products is a condition precedent to delivery or performance by Tactical R/C of such Products and/or Services. Tactical R/C uses a third-party payment service in lieu of directly processing your financial information. By submitting your financial information, you grant Tactical R/C the right to store and process your information with the third party payment service, which we may change from time to time; you agree Tactical R/C will not be responsible for any failures of the third party to adequately protect such information. All financial matters regarding your information are subject to the conditions of the third-party payment service provider’s terms of service. You acknowledge that we may change the third-party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.
4. Device Software License; Restrictions. With respect to any Device Software provided by Tactical R/C to Customer, Customer and Tactical R/C intend and agree that such Device Software is being licensed and not sold, and that the words “purchase”, “sold” or similar words are understood and agreed to refer to the Products. When referring to Device Software, these terms refer to “license” and the word “customer” or similar words is understood and agreed to mean “licensee.” The Customer is not the owner of any of Tactical R/C’s proprietary Device Software. The Device Software may incorporate certain components licensed from third parties under free or open-source license agreements. The terms of such licenses apply to such components. Customer is hereby granted a non-exclusive, non-assignable, non-sublicensable and non transferable limited license ("License") by Tactical R/C, to use the Device Software solely in connection with use of the hardware Products for internal non-commercial applications and not for commercial purposes, and not for resale of the Products, unless expressly authorized in a writing signed by Tactical R/C. With respect to components incorporated in the Device Software that are subject to open source license agreements the terms of such licenses shall apply to the applicable components of the Device Software. The Device Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. Government Customers acquire the Device Software with only those rights set forth in these Terms. Customer agrees that it will not copy, alter, adapt, improve, modify, decode, decompile, disassemble, reverse engineer, reproduce, disclose, publish, sell, transfer, assign, lease, rent, sublicense, export, provide third party access to, or otherwise distribute any Products or Device Software to any third party, in whole or in part. Customer shall not use the Products or Device Software for any purpose that is unlawful or prohibited by these Terms. Customer agrees that the obligations with respect to Customer in this paragraph shall survive termination of the License for any reason.
5. Device Software Updates. Tactical R/C may make updates to the Device Software available to Customer from time to time, in Tactical R/C’s sole discretion. Such updates as provided by Tactical R/C shall be deemed Device Software for purposes of Section 4.
6. Product Support. Tactical R/C does not warrant or guarantee any product support after sale is final.
7. Intellectual Property of Tactical R/C or Third Parties. All patent, copyright, trademark, or other intellectual property rights relating to the Products and Device Software are and shall remain vested in Tactical R/C and nothing in these Terms shall be construed as granting to Customer a license to such intellectual property rights, except for the License set forth in Section 4.
8. Risk of Loss and Delivery. Delivery of Products shall be shipped to the address set forth in the applicable purchase Order EXW Tactical R/C’s facility in the United States (Incoterms 2010), freight prepaid upon transfer to a common carrier. Title to the Products shall pass to Customer upon delivery to Customer (except for title to the Device Software, which shall remain with Tactical R/C pursuant to Section 4). Products will be deemed accepted when delivered.
9. Returns; Refunds. Tactical R/C has no obligation to provide refunds or credits, but may grant them in certain circumstances to correct any errors made by Tactical R/C, in each case in Tactical R/C’s sole discretion. When returning Products, it is Customer’s responsibility to take reasonable care to see that the Products are not damaged in transit and are received by us at our address as displayed on our Purchase Order. All refunds are subject to any shipping, return and exchange policies set forth in the Purchase Order.
10. Customer Indemnity. Customer shall indemnify and hold harmless Tactical R/C with respect of any claim which may be made against Tactical R/C:
(a) arising in connection with any breach by Customer of any provision contained in these Terms, including any breach of any representation or obligation hereunder; or
(b) arising from Customer’s use of the Products.
11. Termination and Default. If Customer breaches these Terms, including using Products in a manner outside of local or Federal law, Tactical R/C may, without limiting its other legal or equitable remedies, terminate or suspend any of its obligations and licenses granted to Customer under these Terms.
12. Product(s) Sold “As Is”: Products sold by Tactical R/C are sold “AS IS” without any warranty or representation of any kind, express or implied. Tactical R/C does not warrant that the Products or Device Software are free of all defects. Customer’s exclusive remedy for perceived defects in Products or Device Software will be replacement of the defective portion thereof or a refund to Customer, in Tactical R/C’s sole discretion. Parts or components may be replaced in Tactical R/C’s sole discretion. Any returned part or component becomes the property of Tactical R/C upon Tactical R/C’s receipt of returned part or component. Tactical R/C does not warrant that Products or Device Software will work in combination with third-party hardware or software, will operate uninterrupted or error free, or that non-material defects will be corrected. Customer or its agents warrant and represent that they shall use Products only for a purpose or in a manner for which Products were designed, and Customer remains solely liable for any abuse, misuse, or neglect of the Products by Customer or its agents.
13. Warranty and Remedy Limitations. The warranties and remedies set forth in these Terms are non-transferable, and effective only with respect to the original purchaser of the applicable Product. The warranties and remedies set forth in these Terms do not apply to any Product or any part thereof that (a) has been modified or repaired; (b) has been damaged by accident, shipment, handling, abuse, misuse, modifications, misapplication, or a failure to exercise due caution in cleaning, maintenance, or operation; (c) does not comply with the warranty requirements because such Product was used for a purpose or in a manner other than that for which it was designed, or a purpose or manner that violates local or Federal law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER, EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR COURSE OF DEALING.
14. Disclaimer and Limitations on Damages.
CUSTOMER AGREES THAT IN NO EVENT WILL TACTICAL R/C OR ITS SUPPLIERS, LICENSORS, OR REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANYONE ELSE, FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCTS OR RELATED MATERIALS, LOSS OF DATA, THE COST OF RECOVERING SUCH PRODUCTS, RELATED MATERIALS OR DATA OR, THE COST OF ANY SUBSTITUTE PRODUCTS OR MATERIALS, ARISING FROM ANY BREACH OF THESE TERMS AND CONDITIONS, OR THE SALE, LICENSE, USE OF, OR INABILITY TO USE THE PRODUCTS, OR RELATED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE.
15. IN NO EVENT SHALL TACTICAL R/C OR ITS SUPPLIERS, LICENSORS, OR REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANYONE ELSE, FOR ANY INFORMATION OR CONTENT OBTAINED FROM OR THROUGH THE PRODUCT. Tactical R/C shall not be liable for any decisions made or actions taken by Customer OR ANYONE ELSE based on information OR CONTENT obtained from or through the Product.
16. In no event shall Tactical R/C’s aggregate liability arising in connection with a Product or Device Software exceed the amounts paid to Tactical R/C for such product.
17. CUSTOMER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICES OF THE PRODUCTS, AND THAT THESE PRICES AND TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK.
18. Liability. The remedies set forth in these Terms are the sole and exclusive remedies for any breach of any obligation by Tactical R/C or its suppliers, licensors, or representatives hereunder.
19. Force Majeure and Allocation. If either party's performance under these Terms (except payment of monies due) is prevented, restricted, or interfered with by reason of casualty, accident, fire, terrorist acts, inability to procure materials or components, power or supplies, war or other violence, compliance with any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency or intergovernmental body (including, without limitation, those related to infringement), production delays, or any other act, circumstance, or condition whatsoever beyond such party's or its suppliers' or licensors' reasonable control, the party whose performance is prevented, restricted, or interfered with, upon notice to the other party, shall be excused from such performance to the extent of such prevention, restriction, or interference. Tactical R/C may allocate its available supply of Products among any or all of its customers, including the internal requirements of Tactical R/C and its affiliates, on such basis as it may deem fair and practical, without liability for any failure to comply with the provisions of these Terms.
20. Export. Tactical R/C intends for Products to be used in the market to which it ships Products, and does not intend for Customers to export, re-export, or transfer Products. The Products may be subject to United States export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer must comply strictly with all such regulations that are now or later in effect. Customer certifies that it will not export or re-export the Products furnished under these Terms unless it complies fully with all laws and regulations relating to such export or re-export, including but not limited to the customs and export control laws and regulations of the United States and the country in which the Products are received and/or re-exported. Customer acknowledges that it is Customer’s sole responsibility to comply with and abide by those laws and regulations.
21. Modifications. These Terms may only be modified by a written (electronically or on paper) amendment or agreement agreed to by authorized representatives of Tactical R/C and Customer; provided that if Tactical R/C posts an amended version of these Terms on its Website, such amended Terms shall apply with respect to all Orders placed by Customer after the date such Terms were posted on the Website.
22. Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect, and any unenforceable provision shall be replaced by a legally effective provision that comes as close as possible to the purpose of the unenforceable provision.
23. No Waiver. Failure on any occasion by either party to enforce any term of these Terms shall not prevent enforcement on any other occasion.
24. Notices. All notices and other communications hereunder shall be in writing and shall be sent by registered mail, postage prepaid, or overnight courier (with proof of delivery), to the following parties' respective addresses, subject to the right of either party to change its address by written notice: (1) If to Tactical R/C: ATTN: Tactical R/C, 5058 Trillium Cove NE Prior Lake, MN 55372; and (2) If to Customer: the address set forth on the Purchase Order.
25. Governing Law. Customer and Tactical R/C agree that all claims which may be brought regarding or arising out of these Terms, and the transactions and relationships contemplated by these Terms, must be brought exclusively in SCOTT COUNTY, MINNESOTA, the site of the home office of Tactical R/C. Customer expressly waives any right to bring suit against Tactical R/C in any other venue.
26. The parties hereby expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Products.
27. Terms of Sale. The sale or license of the Products shall be governed by these Terms. Customer accepts, without qualification, these Terms regardless of how the Products are purchased (via website, Purchase Order form, at a trade show, etc.).
28. General Terms of Sale. These Terms constitute the entire agreement between the parties and supersedes all previous communications, whether oral or written, with respect to the subject matter of these Terms. Any change to these Terms may be made only upon mutual agreement of Tactical R/C and Customer in writing, signed by an authorized officer of both parties.
These Terms are not assignable by Customer and any attempt by Customer to assign any rights, duties or obligations arising hereunder shall be void. These Terms shall be binding on each party’s successors and assigns. No Order which has been accepted by Tactical R/C may be canceled by the Customer except with the agreement in writing of Tactical R/C and on terms acceptable to Tactical R/C. Customer shall indemnify Tactical R/C in full against all losses (including consequential loss), costs, damages, charges and expenses incurred by Tactical R/C as a result of any such cancellation. Tactical R/C’s employees or agents are not authorized to make any verbal representations concerning the Products and/or Device Software. By entering into these Terms, Customer acknowledges that they are not relying on any such verbal representations. Any suggestions or advice given by Tactical R/C or its employees or agents to Customer or its employees or agents as to the application or use of the Products is acted upon by Customer entirely at Customer’s own risk. If Tactical R/C discontinues production of any Products ordered by the Customer, prior to delivery, Tactical R/C shall give notice of the fact in writing to the Customer (but shall not be liable for any resultant loss or damage to the Customer), whereupon the Customer will have the option, to be exercised within thirty days of the date of such notice, either to take equivalent Tactical R/C products or services (if available from Tactical R/C) or to cancel its Order, provided that Tactical R/C or the Customer shall have no further liability with respect to such Order. In the case of Products produced by Tactical R/C in accordance with the Customer’s specifications, the Customer shall be responsible for the suitability and accuracy of such specifications.