General:
Unless specifically set forth otherwise in a signed agreement between you (“you” or “Vendor”) and Radware Ltd. or any of its affiliated entities (“Radware”), the following terms and conditions will apply to any purchase transaction between you and Radware as reflected in a Radware purchase order (Radware PO”). Radware is not bound by, and expressly rejects, any other Vendor document of terms and conditions or your acknowledgment, acceptance, whether oral or written, which attempt to impose any conditions that are additional, conflicting or inconsistent with the following terms and conditions. No terms or provisions of any proposal or quote (unless specifically referred to in the Radware PO) and/or any acceptance from you deemed accepted and biding unless Radware issues an order confirmation accepting same. No contract is formed between the parties unless Radware issues an order confirmation accepting a purchase order.
Warranty:
Vendor warrants that articles, material and work covered by the Radware PO will conform to the specifications, drawings or any other kind of data furnished or agreed to by Radware and will be free from defects in material and workmanship. For avoidance of doubt Radware reserves the right to reject all goods, at vendor expense, which does not meet any or all of specified requirement's specs and quality standards, as described in relevant production or assembly drawings. The acceptance of any shipment, or payment of the purchase price by Radware, shall not constitute a waiver of any defect or failure of compliance with this or any other warranties.
Price:
If not otherwise specified, the prices indicated in the Radware PO are the total and final cost payable by Radware, unless agreed otherwise by Radware in writing.
Payments:
Payment will be made according to the lowest between the following exchange rates: by invoice issuance date (i.e. - supply date) by PO date. Radware PO number and part numbers must appear on all invoices and packing slips.
Inspection and Conformity:
Radware and any persons authorized by it may inspect and test all material and workmanship entering into the performance of the Radware PO in coordination with vendor, before, during or after manufacture, notwithstanding any prior payment or inspection. All physical goods must be delivered to Radware with a Certificate of Compliance (“CoC”), and all electronic devices, such as appliances, power supplies, optics, cards, etc., must be delivered with a Certificate of Testing (“CoT”). Serial numbers of products should be clearly indicated on them and listed in the CoC and CoT. In the EU, all products supplied must comply with the relevant European Directives, such as RoHS (2011/65/EU), WEEE (2002/96/EC), REACH 1907/2006 and UL 94V02.In case any of the goods are found to be defective in materials or workmanship (whether at supplier plant or at Radware), or otherwise not conformity with the requirements of the Radware PO, Radware shall have the right to refuse to accept/receive or reject any of the goods/services not in conformity with the Radware PO or to require that such goods/services be replaced promptly. Radware will hold any non-complying or defective goods subject to supplier instructions and at supplier's risk and expense for storage or other changes, or at Radware decision, will return such goods to supplier at supplier risk and expense. Radware shall be entitled to full credit for such goods, and to the extent that payment has been made by Radware, supplier, on Radware demand, will immediately refund such payment to Radware. Radware may elect to retain certain of such goods and remedy any defects at supplier's expense. In the event of uncoordinated delivery of exceeding portion, Radware reserves the right to return all excess to the supplier at the supplier's expense.
Time:
Radware reserves the right to modify/cancel the PO (without penalty) outside the confirmed lead time. Radware also reserves its rights to postpone deliveries according to the company's needs.
Indemnification:
Vendor shall indemnify, hold Radware harmless and defend any action brought against Radware to the extent it is based upon a claim that the material and/or work covered by the Radware PO infringe any patent or copyright and/or that the materials and/or work covered by the Radware PO incorporate any misappropriated trade secrets and/or that the materials covered by the Radware PO are not in compliance with Vendor's representation concerning Conflict Minerals as set forth herein below. Vendor shall pay any costs, damages and reasonable attorneys' fees attributable to such claim(s) that are awarded against Radware in such action. In connection with Vendor's obligation to indemnify hereunder, Radware agrees to: (i) give prompt written notice to Vendor of any such claim; (ii) allow Vendor to control the defense and any related settlement of any such claim; and (iii) furnish Vendor with reasonable assistance in the defense of any such claim, so long as Vendor pays Radware's reasonable out-of-pocket expenses.
Supplier Code of Conduct:
Vendor hereby acknowledges and agrees to adhere to the principles set forth in the Supplier Code of Conduct as may be revised by Radware from time to time, available at https://www.radware.com/corporategovernance/governance/
Conflict Minerals:
Vendor represents and warrants to Radware that, to a reasonable and to the greatest extent possible, the Conflict Minerals (3TG) that are necessary to the functionality or production of any of the products, parts, or materials delivered by the Vendor to Radware will be verified by an independent third party audit body, such as the Responsible Minerals Initiative (RMI), or related organizations. Vendor shall provide Radware with such documents, information, and other evidence of the accuracy of the foregoing representation and warranty as Radware shall request from time to time. Vendor agrees to immediately inform Radware in writing if it learns or has reason to believe that any goods, products, parts, or materials that have been or are to be delivered by Vendor to Radware are not DRC Conflict Free. Vendor agrees to adopt policies and management systems consistent with Radware's Conflict Minerals Policy as published from time to time at http://www.radware.com/corporategovernance/conflictminerals/. Radware shall have the right to audit Vendor's compliance with the provisions of this Section titled "Conflict Minerals" including the right to conduct unannounced spot-checks at Vendor's premises and have access to Vendor's documentation. As used in this section, the terms "Conflict Minerals" and "DRC Conflict-Free" mean as defined under Section 1502 of the U.S. Dodd-Frank Act and its implementing regulations.
Health, Safety and Environment:
Vendor shall comply with any and all applicable laws and regulations pertaining to health, safety, security and environmental protection at all work sites. Further, unless indicated otherwise, Vendor represents and warrants that all goods, products, parts, materials or equipment or any other items provided by the Vendor to Radware are, and will be when delivered, free of all hazardous substances. All products supplied must comply with the relevant European Directives, as may be amended from time to time, such as RoHS (2011/65/EU), WEEE (2019/19/EU), REACH 1907/2006 and UL/CUL (62368-1). The vendor shall provide Radware all applicable product information and material safety data relating to each item, and declaration of conformity, upon request.
Data Protection:
Vendor shall safeguard and keep confidential any and all information relating to Radware obtained by it or provided to it by Radware in connection with the Radware PO. The Vendor agrees not to disclose such information to any third party without the prior written consent of Radware and to use such information only for the purposes of carrying out its obligations under the Radware PO. Vendor will comply with all applicable laws and regulations, including without limitation, any local laws or regulations relating to the privacy, security, integrity and availability of personal data, or restrictions on the processing or transfer of such personal data ("Privacy Laws"). Vendor agrees to: (a) comply with Radware's Privacy Policy available at https://www.radware.com/privacypolicy/ (b) enter into any additional agreements or adhere to any additional contractual terms and conditions relating to personal data as Radware may instruct in writing that it deems necessary to address applicable Privacy Laws, including any required agreements for jurisdictions that have restrictions pertaining to the processing or transfer of personal data, and (c) where Vendor provides any personal data to Radware, Vendor warrants that it has collected such personal data with the affirmative, written consent of the data subjects for Vendor to disclose such personal data to Radware and/or its affiliates.