Radwag USA Standard Terms and Conditions for Sales and Service
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 USA. The rights and obligations
identified in this contract apply to Buyer's purchase of the equipment, software license, and services identified in the
Radwag USA 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 USA’s 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 USA 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 USA.
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 USA 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 USA may adjust its
quote or offer. Published prices are not offers to sell and may be changed without notice. Radwag USA 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 USA order documents. Radwag USA may choose to accept
or reject any order in its sole unfettered discretion; Radwag USA 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 USA’s prior written consent.
4. TAXES – If local law requires Radwag USA 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 USA a valid tax exemption certificate. If an exemption
certificate Buyer gives Radwag USA 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 USA agrees to extend credit to a customer/Buyer.
6. SHIPPING, HANDLING, AND DELIVERY – Unless otherwise agreed to by Radwag USA, 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 USA.
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 USA makes
a shipping error or Buyer makes a valid warranty claim, unused off the shelf equipment may be returned only if Buyer
contacts RADWAG USA for approval and return instructions prior to returning anything. At its discretion, RADWAG
USA may charge Buyer a restocking fee for any return.
8. CANCELLATION – With RADWAG USA'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 USA may cancel Buyer's order or
require payment in advance if Buyer transfers assets for the benefit of its creditors, or if RAD WAGUSA 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 USA all amounts due pursuant to the order. If Buyer's order is cancelled forany reason Buyer will pay RADWAG USA for reasonable costs and expenses (including engineering expenses and all
commitments to RADWAG USA's suppliers and subcontractors) incurred prior to RADWAG USA receiving notice of
cancellation, plus RADWAG USA's usual rate of profit for similar work. The minimum cancellation charge is 15% of the
9. CHANGES – Buyer may make changes to its order if RADWAG USA consents in writing. To accommodate Buyer's
request for changes RADWAG USA may change pricing and delivery schedules. If RADWAG USA 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 USA 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 USA in taking all necessary actions to perfect and protect RADWAG USA's security
interest. RADWAG USA is entitled to any of the rights and remedies provided by law or in equity only if Buyer defaults
on its obligations to RADWAG USA.
11. WARRANTIES: ABSENT A SEPARATE WRITTEN WARRANTY RADWAG USA ISSUES BUYER, RADWAG
USA EXPRESSLY WARRANTS ITS EQUIPMENT, SOFTWARE, AND SERVICES SOLELY AS SET FORTH IN THIS
SECTION. TO THE FULLEST EXTENT ALLOWED BY LAW, RADWAG USA 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 USA'S PRIOR WRITTEN CONSENT. IN ADDITION, THE FOLLOWING
CONSTITUTES BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY RADWAG USA OF THIS
A. EQUIPMENT – RADWAG USA 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 USA, 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 USA 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 USA
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 USA 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 USA 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 USA provides no warranty for software specifically developed, amended, or customized for Buyer.
These warranties also apply to any new releases and service RADWAG USA may deliver in the future.
C. SERVICE – RADWAG USA 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 USA prompt written notification, RADWAG USA 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 USA'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 USA
doesn't authorize, the addition or supply of equipment or software not approved for incorporation into RADWAG USA
equipment or software, environmental or operational conditions, or software or interfacing Buyer or a third party provide
and any other causes RADWA G USA is not responsible for. (iv) RADWAG USA does not warrant the calibration of
any equipment. RADWAG USA does, however, warrant its equipment to be capable of being adjusted to meetRADWAG USA'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 USA sells are warranted by RADWAG USA
solely to the extent of any remaining warranty provided by the original manufacturer. (vi) If RADWAG USA 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 USA. Unless Buyer gives RADWAG USA written notice in
advance, and RADWAG USA agrees its warranty still applies, all warranties are void if product is moved outside the
country RADWAG USA delivered it to..
E. METHODS OF CORRECTION OF DEFECTS DURING WARRANTY – RADWAG USA 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 USA for
warranty work, Buyer must follow the problem determination, resolution, and procedure that RADWAG USA specifies.
RADWAG USA may require return of the part or equipment to its depot for service or to assist in problem determination.
If RADWAG USA determines on-site work is required, a service technician will be scheduled. If Buyer gives RADWAG
USA notice of a defect and requests on-site work when the defect could have been remedied remotely, or if RADWAG
USA responds to Buyer's notice of defect and no defect is found for which RADWAG USA is liable, RADWAG USA 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 USA 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
USA's work; (ii) occurred on Buyer's property; and (iii) was exclusively caused by RADWAG USA's negligent act or
omission. Losses RADWAG USA pays for may include reasonable legal fees and settlements of claim or suit. RADWAG
USA's obligation to pay for Buyer's losses arise only if Buyer gives RADWAG USA prompt written notice of the loss,
based on when Buyer should have reasonably anticipated the loss. If Buyer asks RADWAG USA to pay for its loss it
gives RADWAG USA the sole and exclusive right to manage the defense of any claim related to it, and RADWAG USA
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 USA deems necessary.
13. PATENT INFRINGEMENT – RADWAG USA will defend any suit brought against Buyer if it is based on a valid
claim that equipment or software of RADWAG USA's design that Buyer purchased under this contract, or any part
thereof, constitutes an infringement of any applicable patent. RADWAG USA's obligation arises only if: (a) Buyer
promptly notifies RADWAG USA of the claim, in writing, and gives RADWAG USA 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 USA will pay all damages and costs finally awarded against Buyer only if RADWAG USA has
the exclusive right to defend, settle, or compromise the suit and Buyer takes no action that damages RADWAG USA'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 USA 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 USA's entire liability to Buyer for patent infringement.
14. REGULATORY LAWS AND OR STANDARDS – RADWAG USA behaves in accordance with relevant laws.
RADWAG USA also takes reasonable steps to keep its equipment compliant with standards and regulations that may
apply to Buyer's use of RADWAG USA's products. However, RADWAG USA's equipment is utilized in many regulated
applications and from time to time applicable standards and regulations are in conflict with each other. RADWAG USA
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 USA provides with the
equipment; RADWAG USA disclaims any liability, including warranty liability, if Buyer does not.
16. INTELLECTUAL PROPERTY – Unless RADWAG USA expressly agrees in a writing to the contrary, RADWAG
USA 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 USA 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 USA in this section.
18. LIMITATION OF LIABILITY – RADWAG USA 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 USA'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 USA 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 USA.
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 States of America, 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 USA 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 USA'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 Miami Dade County, Florida. The performance of the
parties to this contract, and the relationship between the parties, is subject to the applicable laws of Florida.
25. WEEE – When required by applicable law, RADWAG USA will dispose of electrical and electronic equipment waste
(WEEE) at Buyer's costs.
26. TRACEABILITY – Buyer acknowledges that RADWAG USA is entitled to retrace or recall equipment, or take other
corrective actions to the equipment. Buyer will actively support RADWAG USA 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 USA of any complaints or adverse incidents related to the equipment, and promptly comply with all directions
RADWAG USA 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 USA is entitled to use, process, and
store, and allow a third party to use, process, and store on RADWAG USA's behalf, any data RADWAG USA obtains
under this contract, in accordance with relevant laws. Unless specifically agreed in the RADWAG USA order
documents, our sales and services to Buyer do not involve any processing by RADWAG USA 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 USA 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 www.Radwag USA.com/contact.