1. CONTRACT – These terms and conditions, together with any other supplemental written terms we give you pertaining to your order or service agreement, form a contract between you, the buyer of certain equipment (including parts and other merchandise), software license, and/or services (the "Buyer"), Radwag UK. The rights and obligations identified in this contract apply to Buyer's purchase of the equipment, software license, and services identified in the Radwag UK order documents. If Buyer's order includes software subject to an end user license agreement ("EULA"), the terms of the EULA also apply and have priority over these terms. Terms and conditions that are different or changed from these only apply if both parties agree to them in writing. Terms or conditions included on Buyer's forms, including Buyer's standard terms and conditions of purchase and documents presented to Radwag UK field service representatives, are not part of this contract. Buyer's receipt of equipment, software license, and/or services establishes its unqualified acceptance of these terms and conditions.

2. GRANT OF LICENSE – Radwag UK grants Buyer a non-exclusive, non-sublicensable, and non-transferable right to use the software ordered for Buyer's internal purposes only. Buyer may not reverse engineer, decompile, or disassemble any software it licenses from Radwag UK.

3. QUOTATIONS, PUBLISHED PRICES, AND PRODUCT INFORMATION – Quotes and other offers of sale automatically expire 30 calendar days from the date issued unless otherwise stated, unless Radwag UK withdraws the quote or offer earlier, which it may do any time prior to Buyer's acceptance of the quote or offer. Quotes and offers relating to custom equipment or software may rely on certain information and circumstances, including information Buyer provides. If information or circumstances on which a quote or offer relies change, Radwag UK may adjust its quote or offer. Published prices are not offers to sell and may be changed without notice. Radwag UK may change equipment or software specifications without notice unless it agreed to the specification(s) in writing. Prices do not include any taxes, shipping, packaging, handling, insurance, duties, inspection fees, permit fees, installation, or other costs or services unless otherwise specified in the Radwag UK order documents. Radwag UK may choose to accept or reject any order in its sole unfettered discretion; Radwag UK will indicate order acceptance: (a) with a written order confirmation; or (b) by executing the order. Specific product characteristics, including but not limited to product weight, dimensions, value, return on investment, load, tolerance, and other technical data are not guarantees of those characteristics and are provided for information only. Buyer is not permitted to disclose any quotes, prices, specifications, or product information to any third party without Radwag UK’s prior written consent.

4. TAXES – If local law requires Radwag UK to collect any tax from Buyer it will be added to Buyer's invoice and Buyer will be responsible to pay it unless Buyer gives Radwag UK a valid tax exemption certificate. If an exemption certificate Buyer gives Radwag UK is later determined to be invalid, then Buyer will pay the previously unpaid tax.

5. TERMS OF PAYMENT – All payments for products ordered must be in clear funds and are due before the product is shipped to the buyer, unless Radwag UK agrees to extend credit to a customer/Buyer.

6. SHIPPING, HANDLING, AND DELIVERY – Unless otherwise agreed to by Radwag UK, Buyer will be responsible for all shipping/airfreight costs of the product and Buyer will bear the risk of loss when the goods are in transit. Buyer shall at its own expense insure any good and products it orders from Radwag UK.

7. RETURNS – Equipment, or licenses on software, that is engineered, modified, customized, or configured especially for Buyer cannot be returned unless there is a valid warranty claim and the equipment or software cannot be repaired. Buyer cannot return equipment that is altered, damaged, used, or previously installed. Unless RADWAG UK makes a shipping error or Buyer makes a valid warranty claim, unused off the shelf equipment may be returned only if Buyer contacts RADWAG UK for approval and return instructions prior to returning anything. At its discretion, RADWAG UK may charge Buyer a restocking fee for any return.

8. CANCELLATION – With RADWAG UK's written approval, Buyer may cancel its order prior to the shipment of equipment or software, or prior to the beginning of a service contract. RADWAG UK may cancel Buyer's order or require payment in advance if Buyer transfers assets for the benefit of its creditors, or if RADWAG UK has reason to believe Buyer is unwilling or unable to perform its commitments. If Buyer cancels its order other than as permitted by this section, Buyer must pay RADWAG UK all amounts due pursuant to the order. If Buyer's order is cancelled forany reason Buyer will pay RADWAG UK for reasonable costs and expenses (including engineering expenses and all commitments to RADWAG UK's suppliers and subcontractors) incurred prior to RADWAG UK receiving notice of cancellation, plus RADWAG UK's usual rate of profit for similar work. The minimum cancellation charge is 15% of the price.

9. CHANGES – Buyer may make changes to its order if RADWAG UK consents in writing. To accommodate Buyer's request for changes RADWAG UK may change pricing and delivery schedules. If RADWAG UK performed work or purchased materials in anticipation of Buyer's order, and the change Buyer requests makes that work or materials unnecessary, Buyer is still responsible for paying for them.

10. SECURITY INTEREST – Buyer grants RADWAG UK a purchase money security interest in the equipment and software license it purchases, acknowledges the validity of this grant, and agrees not to challenge the legitimacy of this grant. Buyer will assist RADWAG UK in taking all necessary actions to perfect and protect RADWAG UK's security interest. RADWAG UK is entitled to any of the rights and remedies provided by law or in equity only if Buyer defaults on its obligations to RADWAG UK.

11. WARRANTIES: ABSENT A SEPARATE WRITTEN WARRANTY RADWAG UK ISSUES BUYER, RADWAG UK EXPRESSLY WARRANTS ITS EQUIPMENT, SOFTWARE, AND SERVICES SOLELY AS SET FORTH IN THIS SECTION. TO THE FULLEST EXTENT ALLOWED BY LAW, RADWAG UK DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). THESE WARRANTIES MAY BE TRANSFERRED TO A SUBSEQUENT PURCHASER OF EQUIPMENT OR A SUBSEQUENT LICENSEEE OF SOFTWARE ONLY WITH RADWAG UK'S PRIOR WRITTEN CONSENT. IN ADDITION, THE FOLLOWING CONSTITUTES BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY RADWAG UK OF THIS WARRANTY.

A. EQUIPMENT – RADWAG UK warrants that under normal use: (i) its equipment, except for replacement parts, will be free from defects in workmanship and materials for two years from the date of original installation/use, or 30 months from the date it is shipped from RADWAG UK, whichever occurs first; and (ii) replacement parts will be free from defects in workmanship and materials for 90 days from delivery. Should the defects described be found and reported during the term of the warranty, RADWAG UK will, at its option, refund the purchase price, replace the equipment, or correct the defects by furnishing replacement parts and labor free of charge. Travel up to 80 kilometers (50 miles) from our nearest service representative or authorized service provider is free of charge for valid warranty claims.
B. SOFTWARE – If it is properly installed according to specifications and system requirements, RADWAG UK warrants the software it develops will perform substantially the functions described in the software documentation it provides or, in the absence of any software documentation, as otherwise agreed in writing. RADWAG UK does not warrant that the software is error-free, that Buyer will be able to operate the software without interruption, that third party interfaces or systems connected to the software will operate without interruption, or that the software will be free of vulnerability to intrusion or attack. Absent a separate warranty RADWAG UK communicates to Buyer in writing, the warranty period for equipment operating software is the same as the warranty period for the equipment it's purchased with. The warranty period for any other software or software feature is 90 days from the date of delivery. For avoidance of doubt, our warranty includes bug fixing, but excludes any new features. Except as may be agreed otherwise in writing, RADWAG UK provides no warranty for software specifically developed, amended, or customized for Buyer. These warranties also apply to any new releases and service RADWAG UK may deliver in the future.
C. SERVICE – RADWAG UK warrants that services will be performed in a workmanlike manner in conformity with standard industry practice. Should any nonconformity be detected within 30 days after the work is completed and Buyer gives RADWAG UK prompt written notification, RADWAG UK will supply the necessary service, direction, or consultation to correct the nonconformity.
D. GENERAL – The foregoing warranties are further subject to the following general conditions:(I) Consumables, accessories, normal wear and tear, wear parts, and perishables are expressly excluded. (II) If Buyer requests warranty work during non-standard work times Buyer will be charged for premium time. (III) These warranties do not apply where RADWAG UK's equipment and/or software has been subjected to: accident, alteration, misuse, abuse, failure by Buyer to ensure proper storage, operation and/or maintenance, installation or servicing by personnel RADWAG UK doesn't authorize, the addition or supply of equipment or software not approved for incorporation into RADWAG UK equipment or software, environmental or operational conditions, or software or interfacing Buyer or a third party provide and any other causes RADWAG UK is not responsible for. (IV) RADWAG UK does not warrant the calibration of any equipment. RADWAG UK does, however, warrant its equipment to be capable of being adjusted to meetRADWAG UK's printed specifications, if any, for accuracy for the period of warranty above stated when properly installed and used. (V) Products of other manufacturers that RADWAG UK sells are warranted by RADWAG UK solely to the extent of any remaining warranty provided by the original manufacturer. (VI) If RADWAG UK repairs equipment, such repair work will not extend existing nor generate new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by RADWAG UK. Unless Buyer gives RADWAG UK written notice in advance, and RADWAG UK agrees its warranty still applies, all warranties are void if product is moved outside the country RADWAG UK delivered it to..

E. METHODS OF CORRECTION OF DEFECTS DURING WARRANTY – RADWAG UK may attempt to diagnose and resolve defects over the telephone or electronically. Certain equipment contains remote support capabilities for direct problem reporting, remote problem determination, and resolution. When Buyer contacts RADWAG UK for warranty work, Buyer must follow the problem determination, resolution, and procedure that RADWAG UK specifies. RADWAG UK may require return of the part or equipment to its depot for service or to assist in problem determination. If RADWAG UK determines on-site work is required, a service technician will be scheduled. If Buyer gives RADWAG UK notice of a defect and requests on-site work when the defect could have been remedied remotely, or if RADWAG UK responds to Buyer's notice of defect and no defect is found for which RADWAG UK is liable, RADWAG UK is entitled to compensation for any work performed and costs it incurred as a result of Buyer's request. Failure to install and use available remote connectivity tools and equipment for direct problem reporting, remote problem determination, and resolution may result in increased response-time and additional costs to Buyer.

12. INDEMNITY – RADWAG UK will pay Buyer for Buyer's losses that arise directly from a third party's bodily injury (including death) or damage to a third party's property if the injury or damage: (i) occurred in the course of RADWAG UK's work; (ii) occurred on Buyer's property; and (iii) was exclusively caused by RADWAG UK's negligent act or omission. Losses RADWAG UK pays for may include reasonable legal fees and settlements of claim or suit. RADWAG UK's obligation to pay for Buyer's losses arise only if Buyer gives RADWAG UK prompt written notice of the loss, based on when Buyer should have reasonably anticipated the loss. If Buyer asks RADWAG UK to pay for its loss it gives RADWAG UK the sole and exclusive right to manage the defense of any claim related to it, and RADWAG UK is authorized to settle or compromise such claims at its sole and exclusive discretion; and Buyer must cooperate in the defense of all claims as RADWAG UK deems necessary.

13. PATENT INFRINGEMENT – RADWAG UK will defend any suit brought against Buyer if it is based on a valid claim that equipment or software of RADWAG UK's design that Buyer purchased under this contract, or any part thereof, constitutes an infringement of any applicable patent. RADWAG UK's obligation arises only if: (a) Buyer promptly notifies RADWAG UK of the claim, in writing, and gives RADWAG UK the authority, information, and assistance necessary to defend the claim; and (b) the alleged infringement is not the result of a design or other special requirement specified by Buyer, or the result of the application or the use to which Buyer or others put the equipment or software. RADWAG UK will pay all damages and costs finally awarded against Buyer only if RADWAG UK has the exclusive right to defend, settle, or compromise the suit and Buyer takes no action that damages RADWAG UK's ability to conduct an effective defense, settlement, or compromise. Upon receiving notice from Buyer of an allegation that equipment, software, or a part infringes any patent, RADWAG UK may, at its expense and option, either: (I) obtain for Buyer the right to continue using such equipment, software, or part; (II) replace the equipment, software, or part with non-infringing equipment, software, or part; (III) modify the equipment, software, or part so that it becomes non infringing; or (IV) remove the equipment, software, or part and refund the purchase price and all related transportation and installation costs. This is RADWAG UK's entire liability to Buyer for patent infringement.

14. REGULATORY LAWS AND OR STANDARDS – RADWAG UK behaves in accordance with relevant laws. RADWAG UK also takes reasonable steps to keep its equipment compliant with standards and regulations that may apply to Buyer's use of RADWAG UK's products. However, RADWAG UK's equipment is utilized in many regulated applications and from time to time applicable standards and regulations are in conflict with each other. RADWAG UK makes no promise or representation that its equipment will conform to any laws, regulations, codes, or standards, except as explicitly specified and agreed upon in writing by an authorized officer. Buyer is responsible for the correct installation, operation, and calibration of the equipment in compliance with all applicable laws and regulations.

15. PRODUCT MANUALS – It is essential for Buyer to follow the installation information, product and system manuals, operating and safety instructions, and other documentation and specifications RADWAG UK provides with the equipment; RADWAG UK disclaims any liability, including warranty liability, if Buyer does not.

16. INTELLECTUAL PROPERTY – Unless RADWAG UK expressly agrees in a writing to the contrary, RADWAG UK does not transfer to Buyer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property relating to the equipment, software, and/or services. Except asotherwise provided in an applicable EULA, the software license rights granted are non-exclusive, non-sublicensable, non-transferable, and limited to use for agreed purposes only.

17. DISCLAIMER OF DAMAGES – IN NO EVENT WILL RADWAG UK BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE CONTRACT WOULD FAIL OF ITS ESSENTIAL PURPOSE. Such damages include but are not limited to loss of profits or revenues, loss of use of the equipment or associated equipment and software, cost of substitute equipment or software, facilities, down time costs, increased construction costs, damage to reputation, loss of customers, or claims of Buyer's customers or contractors for such damages. Buyer may not transfer, assign, or lease the equipment or software sold or licensed under this contract to any third party without first securing from them the protection afforded to RADWAG UK in this section.

18. LIMITATION OF LIABILITY – RADWAG UK is not liable for any loss, claim, expense, or damage caused by, contributed to, or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise. In no event will RADWAG UK's aggregate liability for any and all types of damages or losses related to this contract or the equipment, software, or services sold, licensed, or delivered pursuant hereto exceed the cost of the item giving rise to the claim, whether based in contract, warranty, indemnity, or tort (including negligence). And any suit arising hereunder must be commenced within one year from the date on which the cause of action accrues.

19. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE – Except for fraudulent misrepresentations, RADWAG UK is not responsible for any information, assistance, or advice given to Buyer if such information, assistance, or advice was not required by this contract.

20. INSURANCE – Buyer shall insure all items it orders from Radwag UK.

21. FORCE MAJEURE - Neither party shall be considered in default of performance of any obligations if such performance is prevented or delayed by Force Majeure. “Force Majeure” shall be understood to be any cause which is beyond the reasonable control of the party affected and which is forthwith, by notice from the party affected, brought to the attention of the other party, including but not limited to war, hostilities, revolution, civil unrest, strike, lockout, epidemic or pandemic, government- ordered restriction or cessation of activity, accident, fire, natural disaster, wind or flood or any requirements of law, or an act of God.

22. EXPORT CONTROL - Buyer acknowledges that the equipment or software may include technologies and software that are subject to export control regulations in Europe, the United Kingdom, or other countries in which the equipment or software is delivered or used. Buyer is solely responsible for complying with these restrictions if it exports or re-exports the equipment or software. Buyer agrees to indemnify and hold RADWAG UK harmless from any violation of export restrictions by Buyer or Buyer's employees, consultants, agents, or customers cause.

23. INTERPRETATION – If any of these terms and conditions conflicts with or is invalid under applicable law, these terms and conditions will be read as if such term or provision was not included. The invalid, illegal, or unenforceable provision will be deemed automatically modified and, as so modified, included in these terms and conditions. Such modifications will be made to the minimum extent necessary to make the provision valid, legal, and enforceable. RADWAG UK's waiver or excuse of any noncompliance with these terms and conditions does not constitute a waiver or excuse of any prior or subsequent noncompliance.

24. GOVERNING LAW AND PLACE OF JURISDICTION – All dispute arising under or relating to these terms and conditions shall be adjudicated exclusively by the Courts of UK. The performance of the parties to this contract, and the relationship between the parties, is subject to the applicable laws of UK.

25. WEEE – When required by applicable law, RADWAG UK will dispose of electrical and electronic equipment waste (WEEE) at Buyer's costs.

26. TRACEABILITY – Buyer acknowledges that RADWAG UK is entitled to retrace or recall equipment, or take other corrective actions to the equipment. Buyer will actively support RADWAG UK when this need arises. If Buyer resells equipment to a third party, it will be considered the distributor of the equipment under applicable laws and must assume all obligations relating thereto, including but not limited to the following: (I) keep all documents and information necessary to retrace or recall equipment sold to third parties for a minimum of 10 years; (II) immediately informRADWAG UK of any complaints or adverse incidents related to the equipment, and promptly comply with all directions RADWAG UK gives regarding the investigation or handling of the matter; and (III) comply with all applicable storage and transportation duties.

27. PERSONAL DATA AND OTHER INFORMATION – Buyer agrees RADWAG UK is entitled to use, process, and store, and allow a third party to use, process, and store on RADWAG UK's behalf, any data RADWAG UK obtains under this contract, in accordance with relevant laws. Unless specifically agreed in the RADWAG UK order documents, our sales and services to Buyer do not involve any processing by RADWAG UK of personal data for or on behalf of Buyer. In the framework of our relationships with you, we may process limited personal data of some of your employees or contractors which we use in order to respond to your enquiries or requests, and to execute our contracts with you (e.g. to process & execute orders, process payments, arrange shipments and deliveries, and to provide repairs and support services). RADWAG UK will use the contact details obtained from you in the context of your purchase of a product or a service for direct marketing of similar products or services. You may at any time request not to receive marketing communications by contacting us at 

https://radwag.com/en/contact,1,5,Europe,United-Kingdom.

For more information, please see our Privacy Policy at

https://radwaguk.com/i/Privacy-policy.