and its affiliated and related companies ( AAT Technologies T/A Tripwire), authorize you to copy documents published by on the World Wide Web for personal or non-commercial use only, provided any copy of these documents that you make shall retain all copyright and other proprietary notices contained herein. Except as expressly provided, nothing contained in this paragraph shall be construed as conferring any license or right under any AAT Technologies T/A Tripwire copyright. No materials available on the AAT Technologies T/A Tripwire Web site may be stored, transmitted by any means (including but not limited to electronic, mechanical, scanning, photocopying or recording) without prior written permission of AAT Technologies T/A Tripwire.
AAT Technologies T/A Tripwire, the AAT Technologies T/A Tripwire logo, and all product names appearing on our Web sites are among the trademarks and/or service marks owned by AAT Technologies T/A Tripwire, or its subsidiaries or affiliates, and no trademark or service mark or other license is granted in connection with the materials contained on any AAT Technologies T/A Tripwire Web site.
Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license to any patent, trademark or other intellectual property right of AAT Technologies T/A Tripwire or any third party. AAT Technologies T/A Tripwire makes no representations or warranties that any use of the information contained on this Web site will not infringe any such patent, trademark or other intellectual property right of AAT Technologies T/A Tripwire or any third party.
AAT Technologies T/A Tripwire MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OF ANY NATURE REGARDING THE INFORMATION OR THE PRODUCT TO WHICH THE INFORMATION REFERS. The information on this Web site may include typographical inaccuracies.
Under no circumstances will AAT Technologies T/A Tripwire be liable to any person or business entity for any direct, indirect, special, incidental, consequential or other damages based on any use of this Web site or any other Web site to which the AAT Technologies T/A Tripwire Web site is linked, including, without limitation, any lost profits, business interruption, or loss of programs or information, even if AAT Technologies T/A Tripwire has been specifically advised of the possibility of such damages.
Unless otherwise agreed in writing, the following terms and conditions apply without exception to all sales by AAT Technologies T/A Tripwire to Buyer.
1. SOLE TERMS. Tripwire sale is expressly limited to the terms herein and any additional or different terms or conditions on Buyer’s purchase order or any other instrument, agreement, or understanding are deemed to be material alterations and are rejected and not binding upon Tripwire.. Tripwire acceptance of Buyer’s purchase order is expressly conditional upon Buyer’s assent to the terms and conditions contained herein in their entirety. Buyer’s acceptance of delivery from Tripwire constitutes Buyer’s acceptance of these terms and conditions in their entirety.
2. QUOTE/ PRICES. Tripwire may change the prices and specifications of all goods at its sole discretion and without any notice, with the exception that Tripwire’ s quotation is firm only if Buyer enters an order within the time specified on the quote or, if none be mentioned, 30 days. Buyer must request shipment of the entire quantity of goods ordered within 12 months from date of order, otherwise, Tripwire standard prices at time of shipment may, at Tripwire’s option, apply to those quantities actually delivered, even if already invoiced. Unless explicitly stated, prices do not include installation, start-up, commissioning or maintenance. All tooling, designs, drawings, and other intellectual property produced or delivered hereunder are owned by the manufacturer of the relevant Goods.
3. PAYMENT. Unless otherwise expressly agreed in writing, all payments are to be in Euro unless otherwise stated in writing by Tripwire and are due in Tripwire’s account within 30 days end of the month following the date of invoice. Tripwire at all times reserves the right to evaluate Buyer’s credit standing, and, if Buyer fails to qualify for credit under Tripwire’s criteria, Tripwire may modify or withdraw credit terms without notice and require guarantees, security or payment in advance for further deliveries of goods. Invoices remaining unpaid after their due date will be subject to an interest charge of 2.5% per month above the Bank of Ireland base rate applicable at the time. Buyer will pay all costs of collection on unpaid amounts, including attorneys’ fees.
4. DELIVERY. All delivery dates are estimates unless agreed otherwise by Tripwire in writing. Loss or damage to goods passing to Buyer upon making the goods available to carrier for shipment.
Unless otherwise stipulated by Tripwire, the prices quoted by Tripwire are exclusive of carriage within Ireland. Delivery will be made subject to such transport being available and at the discretion of Tripwire. In the event that any goods are to be delivered to the Buyer or to his order outside Ireland, Tripwire shall be entitled to add to the invoice price a reasonable sum in respect of carriage charges.
Within 14 days of delivery, any claim for shortage must be reported in writing to Tripwire, otherwise all goods will be deemed delivered and accepted. Buyer shall be liable for any delays or increased costs incurred by Tripwire caused by or related to Buyer’s acts or omissions. Title to the goods shall pass to Buyer when it has paid the full price for the goods, and until such time as full payment is made, Buyer shall comprehensively insure the goods for the benefit of Tripwire, keep them free from all charges and security interest and give appropriate notice of reservation of ownership to third parties.
5. TAXES. The amount of any and all applicable taxes will be added to the price and paid by Buyer, unless Buyer has provided ADI with exemption certificates acceptable to the taxing authorities.
6. FORCE MAJEURE. Tripwire is not liable for any delay in production or delivery of goods if due to a force majeure event, which includes, among other things, inability or refusal by third party suppliers to provide Tripwire goods, parts, services, manuals or other information necessary to the goods to be delivered, shortages or inability to obtain materials or components, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit Tripwire’s ability to perform, fire, earthquake, flood, severe weather conditions, or any other acts of God, quarantines, epidemics, pandemics, or other regional medical crises, labour strikes or lockouts, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (or imminent threat of same), or any other cause whatsoever beyond Tripwire’s reasonable control. If the force majeure event continues for longer than 90 days, either party may terminate Buyer’s purchase order and Buyer will pay Tripwire for work performed prior to termination and all reasonable expenses incurred by Tripwire as a result of such termination. In the event of delays in delivery or performance caused by force majeure or Buyer, the date of delivery or performance shall be extended by the period of time Tripwire is actually delayed or as mutually agreed. If, for reasons other than the foregoing, Tripwire should default or delay or not deliver goods, Buyer’s sole remedy against Tripwire is an option to cancel Buyer’s purchase order, through prior written notice to Tripwire. Tripwire may make deliveries under any order in one or more shipments.
7. CANCELLATION. If the Buyer shall at any time cancel any purchase order or other contract for the purchase of goods, or refuse to accept delivery of the goods, the Buyer shall be obliged to pay to the Seller the total contract price in respect of the goods save to the extent otherwise agreed in writing by the Seller.
8. INFRINGEMENT INDEMNIFICATION.
(a) Tripwire agrees to (i) defend or settle any claim, suit, or proceeding brought against Buyer based solely upon a claim that any goods manufactured by affiliates of Tripwire and provided by Tripwire hereunder directly infringe any third party Ireland patent, copyright, or maskwork, and (ii) to pay costs and damages finally awarded to the third party, provided that: (A) Tripwire is notified promptly in writing of such claim, (B) Tripwire is provided sole control of such defence or settlement using counsel of Tripwire’s choice, and (C) Buyer provides Tripwire with all available information and assistance. Because Tripwire has exclusive control over resolving infringement claims hereunder, in no event will Tripwire be liable for Buyer’s attorneys’ fees, if any. Tripwire shall have no liability in respect of any such claims that relate to goods that are not manufactured by an affiliate of Tripwire but Tripwire will make available to Buyer any indemnity given by the manufacturer of such goods to the extent that Tripwire has the right to such indemnity.
(b) Tripwire shall not be responsible for any settlement or compromise of any such third party claim made without Tripwire’s written consent. Tripwire has no obligation and this Section 8 will not apply to any claim of infringement of any intellectual property right of a third party (i) by goods not manufactured by an affiliate of Tripwire, (ii) by the combination of any goods with other elements if such infringement could have been avoided but for such combination, (iii) by goods that have been modified if such infringement would have been avoided by the unmodified goods, (iv) by goods not used for their ordinary purpose, or (v) by software if such software is other than the latest version of the software released by the relevant affiliate of Tripwire. Buyer agrees to defend, indemnify, and hold harmless Tripwire from and against any claims, suits, or proceedings whatsoever arising from such exclusions identified in this Section 8(b).
(c) At any time after a claim has been made or Tripwire believes is likely to be made, or a court of competent jurisdiction enters an injunction from which no appeal can be taken, Tripwire will have at its option the discretion to (i) procure for Buyer the right to continue using such goods, (ii) replace or modify such goods, or (iii) accept the return of such goods and refund the purchase price less 20% annual depreciation from shipment date. The foregoing states Tripwire’s entire liability and Buyer’s exclusive remedy for any actual or alleged infringement of intellectual property rights. This section 8 is in lieu of and replaces any other expressed, implied, or statutory warranty against such infringement.
9. SOFTWARE. Software, whether supplied separately or installed on a good, is governed by the following terms unless a software license agreement is included with such software. Software is hereby licensed and not sold. Subject to Buyer’s compliance with these terms and conditions, Tripwire grants a personal, limited, nonexclusive license to use the object code of the software solely for Buyer’s internal purposes. The license is limited to such goods and/ or location(s) as are specified on Buyer’s purchase order for which this instrument serves as either a quotation or acknowledgment. No other use is permitted. Tripwire retains for itself (or, if applicable, its suppliers) all title and ownership to any software delivered hereunder, all of which contains confidential and proprietary information and which ownership includes, without limitation, all rights in patents, copyrights, trademarks, and trade secrets. Buyer shall not attempt any sale, transfer, sublicense, reverse compilation, disassembly, or redistribution of the software except as expressly permitted herein. Nor shall Buyer copy, disclose, distribute, or display any such software, or otherwise make it available to others (except as Tripwire authorizes in writing) or allow any unauthorized use of the software. If the software is delivered with a good listed on the face hereof, Buyer may only transfer its license of the software to a third party in conjunction with the sale by Buyer of the good on which the software is installed. Tripwire may terminate this license if Buyer defaults under these terms and conditions.
Buyer acknowledges that Tripwire is a distributor of the goods. Tripwire makes no warranty whatsoever, whether express or implied, in respect of the goods whether relating to their marketability, quality and/or fitness for purpose and/or any particular use. Tripwire will not be liable for any damages whatsoever in respect of any warranty relating to the goods, but Tripwire will make available to Buyer the published warranties of the supplier to the extent Tripwire has the right to such warranties. The published warranty given by affiliates of Tripwire which have manufactured the goods are set out below unless otherwise specified in writing to Buyer, all references to Tripwire below in this section are to the relevant Tripwire affiliate.
Except as otherwise expressly provided herein,Tripwire warrants goods of its manufacture in all material respects to be free of defective materials and faulty workmanship and as conforming to applicable specifications and/or drawings. Tripwire may, without notice to Buyer, incorporate changes to goods that do not alter form, fit, or function. Commencing with Tripwire’s date of shipment, Tripwire’s warranty shall run for the period specified on the face hereof or, if none be mentioned, 12 months. Non-complying goods returned transportation prepaid to Tripwire will be repaired or replaced, at Tripwire’s option, and return-shipped lowest cost, transportation prepaid. No goods will be accepted for return without an authorization number (RMA) obtained in advance of shipment to Tripwire. Goods subject to contamination, wear and tear or burnout through usage shall not be deemed defective because of such contamination, wear and tear or burnout. No warranty shall apply if, in the sole opinion of Tripwire or the manufacturer, the defect or damage was caused by or related to installation, combination with other parts and/or products, modification to or repair of any goods other than by Tripwire, or resulted from Buyer’s acts, omissions, misuse, or negligence. Repaired or replaced goods shall be warranted for the remainder of the unused warranty term or for 90 days from shipment, whichever is longer. It is Buyer’s responsibility to ensure that the Goods are fit for the application in which they are used. Software will be furnished on a medium that’s free of defect in materials or workmanship under normal use for so long as the hardware and/or system is under warranty. During this period, Tripwire will replace without charge any such medium it finds defective. As for the quality or performance of any software or data, they are supplied “AS IS” WITH NO WARRANTY. If Tripwire provides any services to the Buyer, including but not limited to training or assistance with configuration and installation of the Goods,Tripwire shall provide such services in accordance with reasonable industry practice at such rates as may be specified by Tripwire in its price list from time to time. Tripwire accepts no liability to the Buyer arising out of the provision of such services.
The above warranties and conditions are sole and exclusive and no other warranties, express or implied, (other than the terms implied by section 12 of the Sale of Goods Act 1979), including those of satisfactory quality and fitness for particular purpose, shall apply to the goods. Tripwire does not represent or warrant that the goods may not be compromised or circumvented or that the goods will prevent any personal injury or property loss, burglary, robbery, fire or otherwise; or that the goods will in all cases provide adequate warning or protection. Buyer understands that a properly installed and maintained alarm may only reduce the risk of burglary, robbery, fire or other events occurring without providing an alarm, but it is not an insurance or guarantee that such will not occur or that there will be no personal injury or property loss as a result. These warranties are for the benefit of the Buyer only and are not assignable or transferable.
11. LIMITATION OF LIABILITY.
(a) In no event shall Tripwire be liable for (i) any indirect, incidental, consequential loss; (ii) any loss arising from business interruption; (iii) loss of profits; (iv) loss of revenue; (v) loss of use of any property or capital; (vi) loss of anticipated savings; or (vii) loss of data. Tripwire shall not be liable for any loss or damage where that liability arises as a result of its knowledge (whether actual or otherwise) of the possibility of any such loss or damage.
(b) Tripwire’s liability in respect of any purchase order or otherwise under these terms and conditions shall in no case exceed the contract price of the specific goods that give rise to the claim.
(c) These exclusions and limitations on damages shall apply regardless of how the loss or damage may be caused and against any theory of liability, whether based in contract, tort, indemnity or otherwise.
(d) Neither party seeks to exclude or restrict its liability for: (i) death or personal injury resulting from negligence; (ii) fraud; (iii) the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) any matter in respect of which, by law, it is not permitted to restrict its liability.
(e) The Buyer shall indemnify Tripwire against claims, damages, losses, costs and expenses incurred by Tripwire as a result of either claims made against Tripwire by third parties arising out of the combination or use of the goods with any incompatible ancillary products that may be connected to the goods or any other matter for which Tripwire would not be liable to Buyer under these terms and conditions.
12. RECOMMENDATIONS. Any recommendations or assistance provided by Tripwire concerning the use, design, application, or operation of the goods shall not be construed as representations or warranties of any kind, express or implied, and such information is accepted by Buyer at Buyer’s own risk and without any obligation or liability to Tripwire. It is the Buyer’s sole responsibility to determine the suitability of the goods for use in the Buyer’s application(s). The failure by Tripwire to make recommendations or provide assistance shall not give rise to any liability to Tripwire.
a)Buyer will comply with all applicable laws, regulations, and ordinances of any governmental authority in any country having proper jurisdiction, including, without limitation, those laws of the United States or other countries that regulate the import or export of the goods provided by Tripwire and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all goods, technology, and software purchased, licensed, and received from Tripwire unless otherwise mutually agreed in writing, Buyer agrees that it will not use the goods in connection with any activity involving nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical, or biological weapons.
b) Goods and services delivered by Tripwire hereunder will be produced and supplied in compliance with all applicable laws and regulations in Ireland. Buyer confirms that it will ensure that all goods are properly installed and used in accordance with the Health and Safety at Work Act 1974, and Buyer will indemnify Tripwire in respect of any costs, claims, actions or liability arising out of that Act, or otherwise arising out of the supply by Buyer or use by others of the goods.
14. PRECLUSION AGAINST SETOFF. Buyer shall not set off any invoiced amount against any amount due or to become due from Tripwire to Buyer or its affiliates.
a) Prices do not include the costs of recycling goods covered by the European WEEE Directive 2002/96/EC and such costs may be added to the prices quoted.
b) Unless a charge has been made therefore under section 15 a) above, if the provisions of the WEEE Directive 2002/96/EC as implemented in any local jurisdiction apply to goods, the financing and organisation of the disposal of the waste electrical and electronic equipment are the responsibility of the Buyer who herewith accepts this responsibility, and Buyer will indemnify Tripwire in respect of all such liabilities. The Buyer will handle the collection, processing and recycling of the goods in accordance with all applicable laws and regulations, and shall pass on this obligation to the final user of the goods. Failure by the Buyer to comply with these obligations may lead to the application of criminal sanctions in accordance with local laws and regulations.
16. APPLICABLE LAW. Irish law will govern, excluding its provisions on conflict of laws. The Irish courts will have exclusive jurisdiction to adjudicate any dispute related to these terms and conditions.
17. INDEMNIFICATION. Buyer shall indemnify Tripwire for all costs and damages, including attorneys’ fees, suffered by Tripwire as a result of Buyer’s actual or threatened breach of these terms and conditions.