Welcome to Rasha Professional. By accessing or using our website, services, or products, you agree to comply with and be bound by these Terms and Conditions. Please read them carefully before using our services.

1. ACCEPTANCE:
Acceptance of any order is subject to credit approval by Seller, acceptance of the order by Seller, and, when applicable, acceptance by Seller’s Vendor (i.e., manufacturers, vendors, or other third parties that provide goods to Seller for resale to Buyer). If Seller, in its sole discretion, determines that Buyer’s ability to pay or credit becomes unsatisfactory or Seller has reasonable grounds for insecurity, Seller reserves the right, upon notice to Buyer, to demand adequate assurance of due performance and/or terminate this agreement with no liability to Seller.

By requesting a quote from Seller or submitting an order to Seller, Buyer confirms that these Terms & Conditions govern all purchases of goods, materials, and/or services (“Goods”) provided by Seller. Seller objects to and rejects any changes, additional, or different terms (contained in a purchase order or otherwise). No such terms will apply unless acknowledged in writing and signed by an authorized representative of Seller. No Seller employee or agent has authority to modify these Terms & Conditions verbally.

Seller also rejects any terms between Buyer and any other party. No such terms—including, without limitation, any government regulations or “flow-down” terms—shall be part of, or incorporated into, any order from Buyer to Seller unless agreed to in writing by an authorized representative of Seller.

2. PRICES AND TAXES:
Buyer agrees to pay the prices quoted by Seller and is responsible for all applicable shipping, handling charges, taxes, and duties. Seller will collect applicable taxes unless Buyer submits a valid tax-exemption certificate and specifies which Goods it covers. Prices on special-order Goods may change before shipment; the Seller will notify the Buyer of any changes. Buyer may cancel special-order Goods without penalty if the revised pricing is unacceptable, except for any Vendor-related charges.

3. PAYMENT:
Payment in full is required before shipping unless other written terms are approved by Seller. Buyer may not withhold retainage from Seller even if retainage applies to Buyer’s contract with another party. Payment is not contingent on the Buyer’s ability to collect funds from any third party.

Credit card sales are billed at the time of purchase, but before shipping. Buyer expressly represents that it is solvent when placing any order. Seller may require full or partial payment before manufacture or shipment if Seller deems Buyer’s financial condition insufficient. Seller may use Buyer’s credit history for evaluation. The seller may apply payments to any outstanding invoices.

4. REMEDIES FOR NON-PAYMENT:
If Buyer fails to pay when due, Seller may suspend performance. Buyer agrees to pay interest on all past-due amounts at 1.5% per month (18% annually) or the maximum lawful rate, whichever is less.

In the event of non-payment, Buyer agrees to pay Seller’s reasonable attorney fees, court costs, and all applicable interest. Buyer acknowledges that these are commercial transactions. To the extent permitted by law, Buyer:
(i) waives any available homestead exemption;
(ii) irrevocably authorizes Seller to appoint a representative to confess judgment without process for any unpaid amount; and
(iii) consents to immediate execution upon any such judgment.

Buyer voluntarily and knowingly waives rights to notice, demand, presentment, protest, or any hearing related to Seller’s remedies, including pre-judgment remedies.

IMPORTANT NOTICE:
THE CONFESSION OF JUDGMENT AND OTHER WAIVERS HEREIN CONSTITUTE A WAIVER OF IMPORTANT RIGHTS. IF YOU DO NOT PAY ON TIME, THESE WAIVERS ALLOW SELLER TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE. YOU ARE WAIVING YOUR RIGHT TO NOTICE AND TRIAL. BUYER MAY PURSUE JUDICIAL REMEDIES TO COLLECT AMOUNTS DUE REGARDLESS OF ANY CLAIMS YOU MAY HAVE.

7. QUOTATIONS:
All quotations expire thirty (30) days from the date issued unless otherwise stated. This deadline applies even if Buyer uses the quotation to submit a bid to another party.

8. ASSIGNMENT:
Buyer may not assign an order without Seller’s written consent. Consent is not required for internal transfers or assignments between a party and its affiliates, nor does this limit either party’s right to factor or sell receivables.

9. RETURN OF PRODUCTS AND ORDER CANCELLATION:
Seller accepts returns of normal stock Goods for thirty (30) days following shipment for exchange or refund, provided Goods are in original cartons, unopened, unused, and subject to a restocking/cancellation fee of 25% plus any shipping charges. Goods ordered as Buyer-specific or non-returnable to the Vendor are subject to a 100% restocking/cancellation fee.

10. TERMINATION:
Either party may terminate all or part of an order if the other party materially breaches these Terms & Conditions. The non-breaching party must provide written notice specifying the breach and intent to terminate. If the breach is not cured within ten (10) days of notice, the non-breaching party may terminate the order. The breaching party must continue performance on any portion not terminated.

11. INTERPRETATION RESPONSIBILITY; PRODUCT USE AND SAFETY:
Seller does not guarantee that Goods conform to any plans, specifications, or intended use. Buyer is solely responsible for verifying interpretations and ensuring acceptance for specific projects. When Seller offers substitute Goods, Buyer must confirm their acceptability.

Before installing electrical products, Buyer must consult all applicable National Electrical Codes, state, local, and federal regulations. Seller’s Goods are not for use in safety-related applications of a nuclear facility or any hazardous activity where failure of a single component may cause substantial harm.

12. DELIVERY:
Seller is a distributor, not a manufacturer. Factory shipping dates are approximate and not guaranteed.

13. EXCUSABLE DELAYS:
Seller is not liable for delays caused by circumstances beyond its control, including natural events, labor disputes, government actions, transportation delays, Vendor insolvency, or other commercial impracticability. Delivery dates will be extended for the duration of the delay. If shipments are held or stored for Buyer’s convenience, Seller may charge reasonable fees.

14. CLAIMS:
Buyer must submit written claims for nonconforming Goods within ten (10) days of receipt, stating all known material facts. Failure to do so constitutes acceptance and waiver of rights to reject or revoke acceptance.

15. WARRANTIES:

(a) Seller’s Warranties:
Seller warrants that all Goods are new and, upon full payment, free of liens or security interests. Buyer’s exclusive remedy is replacement or removal of such liens. Seller makes no warranties beyond those listed here.

(b) Vendor Warranties:
Seller will assign to Buyer any warranties provided by the Vendor.

(c) Intellectual Property Infringement:
Seller disclaims all warranties and indemnities related to intellectual property rights. If Buyer promptly notifies Seller of a claim, Seller will request that the manufacturer extend customary indemnity rights to Buyer.

(d) Limitations:
There are no other warranties, express or implied. No implied warranty of merchantability or fitness for a particular purpose applies. Seller assumes no repair or related costs unless agreed to in writing.

16. LIMITATION OF LIABILITY:
Unless required by law, Seller’s and Vendor’s total liability for any claim relating to Goods, advice, or assistance is limited to the price of the Goods giving rise to the claim.

Under no circumstances shall Seller or its Vendors be liable for special, incidental, consequential, or punitive damages, including but not limited to:
– Back charges, labor costs, or removal/reinstallation costs
– Loss of efficiency, profits, or revenue
– Damage to associated equipment
– Delays or unavailability of Goods
– Cost of capital, downtime, or substitute products
– Claims from Buyer’s customers

Providing advice or assistance does not create liability unless required under these Terms & Conditions.

16. MISCELLANEOUS

(a) Exports:
For export sales, Seller’s export terms apply. Export orders are not valid unless confirmed in writing by Seller. Buyer (not Seller) is responsible for compliance with all U.S. export regulations and may not list Seller as shipper or exporter of record.

(b) Anti-Money Laundering Restrictions:
Seller rejects questionable or third-party payments. Unless pre-approved for credit, Seller only accepts:
– Checks imprinted with Buyer’s name
– Wire transfers from Buyer’s account
– Letters of credit naming Buyer as account party
– Credit/debit cards in Buyer’s name
Payments must be made with a single instrument for the invoice amount.

(c) Governing Law:
These Terms & Conditions are governed by the laws of the State of California, USA, without regard to conflict-of-law rules.

(d) Seller Parties:
“Seller” refers to the entity listed on the quotation or agreement incorporating these Terms & Conditions, including but not limited to Rasha Professional A/S, its subsidiaries, affiliates, business units, or divisions.