Terms & Conditions of Sale

1. Acceptance of Order

All quotations and purchase orders are subject to acceptance by ConductRF / Electronic Assemblies Manufacturing, Inc. (“ConductRF/EAM”). No purchase order shall be binding unless accepted in writing by an authorized representative of ConductRF/EAM or by commencement of performance. Any terms or conditions contained in Buyer’s purchase order or other correspondence that alter, add to, or conflict with these Terms and Conditions are hereby rejected and shall have no effect unless expressly agreed to in writing by ConductRF/EAM.

2. Price and Design Changes

Prices are based on the quantities, specifications, and delivery schedules quoted. ConductRF/EAM reserves the right to revise pricing if Buyer requests changes in scope, design, schedule, or materials after order acceptance. Quoted prices do not include federal, state, or local taxes, duties, or freight charges, which will be invoiced separately. ConductRF/EAM may modify product design or processes without notice, provided such changes do not affect form, fit, or function.

3. Minimum Order Value

Minimum order value is as specified on the face of ConductRF/EAM’s quotation or order acknowledgment. Orders below that minimum may be subject to administrative surcharges.

4. Shipments and Delivery Terms

All products are sold EX WORKS (Methuen, MA, USA) per Incoterms® 2020.
(Under EX WORKS, Buyer assumes all responsibility and risk once goods are made available for pickup at ConductRF/EAM’s facility, including transportation, insurance, export/import clearance, and associated costs.)

Title and risk of loss transfer to Buyer upon delivery to the carrier. ConductRF/EAM may make partial shipments and invoice each separately. Standard domestic packaging is included in quoted prices; special or export packaging requirements may incur additional cost. Delivery schedules are estimates only, and ConductRF/EAM shall not be liable for delays beyond its reasonable control.

5. Purchase Orders and Standard Terms of Payment

OEM customers must supply ConductRF/EAM with a bona fide company purchase order (PO) # to initiate an order. Standard payment terms for qualified customers (requires written authorization) are Net 30 Days from invoice date unless otherwise stated. Otherwise, payment is due prior to production. ConductRF/EAM reserves the right to modify or revoke credit terms if buyer’s financial condition/payment history warrants. Late payments may incur a 1.5% monthly finance charge or the maximum rate permitted by law. Each shipment constitutes a separate sale and may be invoiced individually.

For online/credit card orders see section 21. Special Conditions for Online Ordering, Payments, and Credit-Card Transactions.

6. Reschedules and Stop-Work

Requests to accelerate, delay, or temporarily suspend production must be submitted in writing at least 30 days before the scheduled ship date. ConductRF/EAM will make reasonable efforts to accommodate such requests, subject to equitable adjustments in price and schedule.

7. Raw Material and Inspection Surcharges

Quoted prices may be adjusted at the time of shipment to reflect significant fluctuations in the market price of copper, silver, stainless steel, or other key materials. Additional charges may apply for on-site government or customer source inspections when required.

8. Cancellations

Orders accepted by ConductRF/EAM may not be canceled without written approval. Cancellations within 45 days of scheduled shipment may incur charges up to the full order value. Partial cancellations within 90 days may incur proportional charges. ConductRF/EAM shall not be liable for incidental or consequential damages arising from cancellation.

9. Export Regulations

Buyer is responsible for compliance with all applicable U.S. export laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). No product may be exported or re-exported in violation of these regulations. ConductRF/EAM is registered with the U.S. Department of State, Directorate of Defense Trade Controls (DDTC).

10. Patent and Intellectual Property Rights

All drawings, designs, software, and technical data furnished by ConductRF/EAM remain its exclusive property and are protected under U.S. copyright and trade secret law. Buyer shall not copy, reproduce, or disclose such information without prior written consent. Nothing herein grants Buyer any license or right under any ConductRF/EAM patent, trademark, or other intellectual property.

11. Tooling, Test Fixtures, and Technical Data

Unless otherwise stated, all tooling, test fixtures, or equipment produced or procured by ConductRF/EAM remain its property. Buyer-furnished tools or equipment will be maintained with reasonable care but at Buyer’s risk. Unless otherwise agreed, ConductRF/EAM is not obligated to retain tooling or test data beyond 12 months after final shipment.

12. Warranty

ConductRF/EAM warrants that all products manufactured by it will conform to applicable specifications and will be free from defects in materials and workmanship for twelve (12) months from the date of shipment.

This warranty does not apply to any product that has been:

• Subjected to misuse, negligence, accident, or alteration
• Repaired or modified by anyone other than ConductRF/EAM
• Damaged by improper installation, testing, or operation
• Combined with materials or components not supplied by ConductRF/EAM

ConductRF/EAM’s sole obligation under this warranty is, at its discretion, to repair, replace, or issue credit for defective products. Products returned under warranty must be accompanied by prior written authorization (RMA) and shipped prepaid.

This warranty is exclusive and in lieu of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

13. Limitation of Liability

In no event shall ConductRF/EAM’s total liability exceed the purchase price of the items giving rise to the claim. ConductRF/EAM shall not be liable for any indirect, incidental, or consequential damages, including loss of profit, revenue, or data, even if advised of the possibility of such damages.

14. Force Majeure

ConductRF/EAM shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, labor disputes, government actions, pandemics, or shortages of materials.

15. Non-Waiver / Entire Agreement

Failure of ConductRF/EAM to enforce any provision of these Terms shall not constitute a waiver. These Terms constitute the entire agreement between the parties and supersede all prior communications or understandings relating to the sale of goods.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction of the state and federal courts located in Massachusetts.

17. Taxes

Buyer agrees to pay all applicable sales, use, or value-added taxes unless a valid exemption certificate is provided. Taxes will be itemized separately on invoices when applicable.

18. Substitution of Materials and Change Control

ConductRF/EAM reserves the right to substitute equivalent materials or components of equal or superior quality and performance. Buyer will be notified of any change affecting form, fit, or function.

19. Over / Under Shipments

ConductRF/EAM reserves the right to ship up to ±5% of the ordered quantity per line item, not to exceed $50 in value, to accommodate manufacturing efficiency.

20. Quality and Regulatory Compliance

All ConductRF/EAM cable assemblies are 100% lot tested prior to shipment under an AS9100D / ISO 9001-certified quality system.

ConductRF/EAM operates and manufactures according to the following quality and regulatory standards:

• AS9100D (Quality Management Systems – Aerospace) [Pending]
• ISO 9001 (Quality Management Systems – Requirements) (PDF)
• RoHS Certification (PDF)
• REACH Compliance Statement (PDF)
• ITAR Registration (PDF)
• IPC/WHMA-A-620 Class 3 Certification (PDF)
• J-STD-001 Certification (PDF)

All test and measurement equipment used in 100% lot testing is calibrated and traceable to NIST standards.

ConductRF/EAM suppliers are expected to flow down applicable quality and ethical conduct requirements to their sub-tiers, ensuring product integrity, traceability, and safety.

21. Special Conditions for Online Ordering, Payments, and Credit-Card Transactions

ConductRF uses secure third-party payment processors to accept credit-card transactions. By placing an online order, the customer certifies that:

• They are authorized to use the payment method provided
• The payment is legitimate and intentional
• They agree to comply with ConductRF’s order acceptance, cancellation, and refund policies

ConductRF does not store full credit-card numbers.

21a. Refunds and Credits Back to a Customer’s Card

Refunds or partial credits back to a customer’s credit card may occur only after:

1. A written cancellation or refund request is submitted by the customer to ConductRF/EAM.
2. ConductRF reviews the request, verifies order status, and determines eligibility.
3. ConductRF provides written authorization confirming approval of the refund or credit.

Refunds will be processed only to the original payment method used during checkout.

Refunds are not automatic and are not guaranteed until ConductRF has completed its internal review.

21b. Chargebacks, Disputes, and Customer Financial Liability

To protect ConductRF from fraud and unauthorized cancellations, the following applies:

• Once an order is placed—whether online, via Maestro, or through any ConductRF ordering channel—it becomes a binding agreement between the customer and ConductRF.
• Customers may not file a credit-card dispute or chargeback claiming the transaction was unauthorized, fraudulent, or invalid after an order has been placed, unless the card was genuinely compromised.
• Any attempt to cancel, reverse, or dispute a legitimate transaction without following ConductRF’s written cancellation procedure will be considered a breach of these Terms.

Cancellation Procedure

All cancellations:

• Must be submitted in writing to ConductRF/EAM.
• Must be acknowledged and approved by ConductRF before becoming effective.
• Are not valid unless ConductRF has issued written confirmation.

Financial Responsibility

If a customer initiates a chargeback after an order has been accepted or fulfilled—without following the above procedure—they remain:

• Fully liable for the full order amount,
• Responsible for any collection costs,
• Responsible for bank dispute fees, and
• Responsible for attorney fees required to recover the debt.

ConductRF reserves the right to suspend customer access to online ordering for any account engaging in improper chargebacks or fraudulent order cancellations.