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.
In the event the Vendor provides Radware with Lead Generation and/or Lead
Processing Services, then without derogating from the aforementioned, Vendor agrees: (a) that it
shall obtain and maintain at all times written consent of the Leads to
disclose their personal data to Radware and its business partners and for them
to be contacted for promotional purposes, including the receipt of Radware
materials, and (b) to comply with the additional terms and conditions relating
to the processing or transferring of personal data in performance of the Lead
Generation Services as set forth in
Radware Outsourcing Addendum available at
https://www.radware.com/documents/obligations-addendum, unless Radware and Vendor have separately executed a data processing
agreement in connection with the services / products procured by Radware under
the Radware PO.
Artificial Intelligence:
Vendor shall not use any artificial intelligence, machine learning, generative
AI, large language model, automated code generation tool, AI agent, or similar
technology or service (“AI Tool”) in connection with any goods, services,
deliverables, support, development or other work for Radware, except in
compliance with Radware’s Responsible AI Use Requirements for Service
Providers, available at https://www.radware.com/ai-use-undertaking/ , as may
be updated by Radware from time to time. Without limiting the foregoing,
Vendor shall not submit, disclose, retain, use, train, fine-tune, improve or
otherwise process any Radware confidential information, personal data,
customer information, source code, credentials, security information or other
non-public Radware data through or for any AI Tool except as permitted by such
requirements and the applicable Radware PO or written agreement. Vendor
remains fully responsible for all AI-assisted work and for any act, omission,
disclosure, infringement, security incident or non-compliance arising from its
use of AI Tools.