Definitions

Interpretation

This clause 1 shall survive expiry or earlier termination of the Contract.

The Goods are described as set out on the Radwell website, (accessible here: https://www.radwell.co.uk/en-GB/) and in any applicable Goods Specification.

Subject to clause 12, Radwell warrants that, at the point of delivery, and for a period of:

• Two (2) years from the date of delivery, Factory New Goods shall conform in all material respects with the applicable Goods Specification
• Two (2) years from the date of delivery, all Non-Factory New Goods shall conform in all material respects to the applicable Goods Specification
• Two (2) years from the date of delivery, (subject to clause 4.2) all Repaired Items shall conform with their applicable description and will remain functional in respect of the Repair (but for the avoidance of doubt, Radwell provides no warranty in respect of the performance of the Repaired Item where such performance is unrelated to the Repair),

and each such period is a (Warranty Period).

Subject to clause 4.3, if:

• the Customer gives notice in writing to Radwell that a Good or Repaired Item does not comply with respective warranty set out in clause 4.1;
• such notice is provided during the applicable Warranty Period; and
• Radwell is given a reasonable opportunity to examine the relevant Good or Repaired Item,

Radwell shall, at its option, either (i) repair or replace the defective Good or Repaired Item; or (ii) refund the Price paid (or where the Price has not yet been paid, offer credit against such Price) for the aspect of the Good or Repaired Item found to be defective.

Radwell shall not be liable for failure of Goods or Repaired Items to comply with the warranties set out in clause 4.1 in any of the following events:

• the Customer, any end user or any installer failed to follow Radwell’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods and/or Repaired Items and (if there are none) good industry practice regarding the same;
• the Customer, any end user or any installer alters or repairs such Goods or Repaired Items without the written approval of Radwell; or
• the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.

Radwell reserves the right to:

• increase the Price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to Radwell that is due to:

  • any factor beyond the control of Radwell (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs);
  • any request by the Customer to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the Goods Specification or Services Specification; or
  • any delay caused by any instructions of the Customer or failure of the Customer to give Radwell adequate or accurate information or instructions.

The Customer shall pay each invoice submitted by Radwell :

• in line with payment terms agreed in writing (including in email) between the parties or where no such payment terms have been agreed, within thirty (30) days of the date of the relevant invoice; and
• in full and in cleared funds to a bank account nominated in writing by Radwell.

For the purposes of clause 10.1, the relevant events are:

• the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
• the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
• (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made for, or in connection with, the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
• (being a company) an application is made to court, or an order is made for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
• (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
• (being an individual) the Customer is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
• any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(a) to clause 10.2(f) (inclusive);
• the Customer suspends, threatens to suspend, ceases or threatens to cease, to carry on all or a substantial part of its business;
• the Customer's financial position deteriorates to such an extent that in Radwell’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
• (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

Nothing in the Contract shall limit or exclude Radwell liability for:

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979;
• breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982;
• defective products under the Consumer Protection Act 1987; or
• any matter in respect of which it would be unlawful for Radwell to exclude or restrict liability.

Subject to clause 12.2 Radwell shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise or that of its agents, or employees, for:

• loss of profit, anticipated savings, contract, business, depletion of goodwill and/or similar losses;
• loss of Goods where risk has passed to the Customer in accordance with the Contract;
• loss of production, shut down or none operation;
• the cost of demobilisation, disassembly or reconstruction;
• the cost of renting or leasing a back-up unit, cost of renting or leasing a crane and any form of manipulator, costs of transportation for obtaining replacement equipment or components;
• loss or corruption of data or information;
• any loss of government grant or similar financial allocation;
• any loss of trust status or similar;
• any special, indirect or consequential loss; or
• any pure economic loss, costs, damages, charges or expenses.

Any party may disclose information which would otherwise be confidential if and to the extent:

• it is required to do so by law or any securities exchange or regulatory or governmental body to which it is subject wherever situated;
• it considers it necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis;
• the information has come into the public domain through no fault of that party;
• the information was previously disclosed to it without any obligation of confidence; or
• the party to whom it relates has given its consent in writing.

Where Your Data is Processed and Stored: We design, build and run our systems to make sure that your data is as safe as possible at all stages, both while it is being processed, in transit and when it is stored. All personal data is stored securely. All personal data is processed and stored in accordance with Radwell's privacy policy (accessible here https://www.radwell.co.uk/en-GB/Policies/PrivacyPolicy)

Note: Certain data such as customer order processing data and Google Analytics data may be transferred outside of the UK and outside of the EEA (European Economic Area). By visiting our websites, requesting product or order data it will be understood by the data subject that this data may be securely transferred beyond the UK and EEA.

You (Customer) hereby undertake and agree to comply with all U.S. and non-U.S. sanctions and export control laws and regulations applicable to your handling, use, sale, export, reexport, and/or retransfer of the items supplied hereunder, including, without limitation, the economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce’s Bureau of Industry and Security ("BIS"), the EU Dual-Use Regulation, the UK Export Control Order 2008 as amended, and any similar laws and regulations of any other jurisdiction (collectively, "Trade Control Laws"). You agree to provide Seller with all information, documentation, and certifications requested by Seller to comply with and verify compliance with applicable Trade Control Laws (collectively, "Export Control Information"). You hereby represent, warrant and covenant that all such Export Control Information is accurate, complete, and up to date.

You shall not, without obtaining any prior authorisation from applicable governmental authorities required by applicable Trade Control Laws, directly or indirectly, sell, export, reexport, transfer, divert, or otherwise dispose of any items supplied hereunder to any country, territory, entity, or person prohibited by applicable Trade Control Laws, including, for the avoidance of doubt, (i) any country or territory subject to comprehensive, government-wide, or broad sectoral sanctions (currently consisting of Belarus, Cuba, Iran, North Korea, Russia, Syria, Venezuela, and the Crimea, Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine) (together, "Sanctioned Countries"), (ii) any individual or entity designated the OFAC List of Specially Designated Nationals and Blocked Persons or the BIS Entity List, Denied Persons List, Unverified List, or Military End-User List, or (iii) any entity owned 50% or greater, or otherwise controlled by, the persons described in (ii) (such persons in (ii) and (iii), together, "Sanctioned Persons").