Radware Terms and Conditions of Sale

Unless specifically set forth otherwise in a signed agreement between you (“you” or “Purchaser”) and Radware Ltd. or any of its affiliated entities (“Radware”), the following terms and conditions will apply to any sale/purchase transaction between you and Radware. Radware is not bound by any terms and conditions of your purchase order or any other offer or document, whether oral or written, which attempt to impose any conditions that are additional, conflicting or inconsistent with the following terms and conditions. If you are a distributor or a reseller, you are required to flow down these terms and conditions to the end user of Radware’s products and/or services:

General Terms and Conditions

  1. These Radware Terms and Conditions of Sales apply to any Radware product or service appearing on Radware’s price list from time to time.
  2. Unless stated otherwise in Radware’s invoice or in the invoice of Radware’s distribution channel issued to you (as applicable), payment terms are 100% prepayment or by LC.
  3. All amounts due to Radware shall be paid without deduction or set-off or counter claim, free and clear of any restrictions or conditions, and without deduction for any and all taxes levied on the manufacturing, sale, lease, delivery or use of any Radware products and/or services. Purchaser shall be responsible for the payment of all such taxes and for providing Radware with tax-exemption certificate(s) acceptable to the relevant taxing authorities.
  4. All purchase orders submitted by you either directly to Radware or indirectly to Radware’s distribution channels (as applicable), will be irrevocable and non-cancellable and the purchased items included therein non-returnable and non-terminable.
  5. Purchase orders for products must be issued by you at least 45 days prior to the requested delivery date. Changes in delivery schedules, product type or product quantities must be made in writing at least 30 days prior to the scheduled delivery dates.
  6. Risk of loss or damage to products will be pursuant to the applicable Incoterm.
  7. If Purchaser does not purchase any support service from Radware upon the purchase of a product, RADWARE will provide the following product warranty: hardware products are warranted against defects in material and workmanship, under normal use and circumstances, for a period of one year from date of shipment, and Radware’s software products are subject to a warranty that provides bug fixes for up to 90 days from the date of shipment. Radware warrants that its technical maintenance and support and training services will be performed in a good and workmanlike manner and in accordance with Radware’s specifications. This warranty shall be valid for 90 days from performance of the applicable service.
  8. Product warranty, DOA, RMA, end of life and maintenance and support services are provided pursuant to Radware's Certainty Support Guide as published by Radware from time to time at http://www.radware.com/Support/Certainty-Support-Program/(“CSG”). If needed, username and password to access the CSG are available upon request.
  9. Exclusive remedies for failure of warranty are repair, replacement, reperformance of service or refund of purchase price, as applicable and in Radware’s sole discretion.
  11. The commencement date of Radware’s cloud services and any extensions, add-ons or renewals thereof will be the respective date of Purchaser’s purchase order for any such item. The duration of every cloud service and renewals thereof will be the duration set forth in the Purchaser’s purchase order for same as confirmed by Radware. Cloud service extensions and add-ons will expire together with the expiration of the cloud service to which they relate.
  12. All intellectual property rights embodied in Radware’s products and/or services are exclusively owned by Radware. Software is licensed under Radware’s End User License Agreement published at https://www.radware.com/Resources/eula.html.
  13. Each party agrees to comply with applicable laws.
  14. These Terms and Condition of Sale shall be governed and construed in accordance with the substantive laws of, and venue will be located in: (i) Israel if Purchaser is located in Israel; (ii) England and Wales if Purchaser is located in EMEA; (iii) Singapore if Purchaser is located in APAC; and (iv) the state of New York for all other Purchaser locations.
  15. If a party materially breaches these Terms and Conditions of Sale and does not cure the breach within thirty (30) days after receipt of written notice of the breach, the non-breaching party may terminate these Terms and Conditions of Sale for cause but solely with regard to the sale/purchase transaction in connection with which the material breach shall have occurred.
  16. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages, including, but not limited to, loss of profits from any cause whatsoever, loss of information and data, interruption of business and any other damage or loss arising from or in any way connected with the products and/or services purchased by Purchaser, even if such party has been advised of the possibility of such damage or loss. Without derogating from the foregoing, in no event shall a party’s total aggregate liability to the other party exceed the lower of: (i) $100,000; or (ii) the total aggregate fees received by Radware for the products and/or services purchased by Purchaser that are the subject matter of the liability in the 12 month period preceding the damaging event. This section will survive the termination/expiration any sale/purchase document between Radware and Purchaser. The foregoing limitations will not apply with regard to damages arising from a party’s fraud or willful misconduct or any other mandatory exception under applicable law.
  17. Except for payment obligations, neither you nor Radware shall be liable to the other, nor be deemed to be in default under, or in breach of any provision of, these Terms and Conditions of Sale for the nonperformance or delay in performance of any of your or Radware’s obligations (respectively) under these Terms and Conditions of Sale when such nonperformance or delay is due to Force Majeure Events.  “Force Majeure Events” means: (i) acts of God, (ii) flood, fire, earthquake, tornado, tsunami, storm or explosion, (iii) war, invasion, riot, or other civil unrest, (iv) pandemics, epidemics, or quarantine restrictions, (v) government regulations or orders, (vi) action by any governmental authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns or other industrial disturbances, (ix) shortage of adequate power or transportation facilities, or (x) any other event which is beyond the reasonable control of such party.  The party suffering a Force Majeure Event shall give notice of such Force Majeure Event as soon as reasonably practicable to the other party.
  18. You are the controller of personal information transferred by you or by your customers to Radware and Radware is the data processor. Radware will maintain appropriate administrative, physical and technical safeguards, which are designed to protect the security, confidentiality and integrity of personal information and other data processed by Radware. Radware may process and store personal information and other data outside of the country where it was collected. Radware will only transfer personal information and other data consistent with applicable law. You authorize Radware to engage other processors for carrying out processing activities on your behalf. Where transfers of personal information are made from the European Union to countries outside the European Union and the European Economic Area that are not deemed to provide an adequate level of data protection by decision of the European Commission or another binding legal act, or  where any such transfer  is  not  governed  by  a  framework  approved  by  the  European  Commission  (such as  the EU‐US and Switzerland US  Privacy Shield  framework)  to which  Radware or any of its affiliated entities is  officially  certified, the parties agree that the Standard Contractual Clauses for Processors as published by the EU Commission (decision from 02/05/2010, 2010/87/EU) are expressly incorporated by reference herein and are made legally-binding on both Radware and you. You agree to provide any missing information or instructions to complete Appendixes 1 and 2 of the EU SCC. In the event of a conflict between these terms and the EU SCC, the EU SCC shall prevail.

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