General
By purchasing Products, as defined below, in the web shop at the web site at www.iar.com or www.iar.se (referred to as the e-shop), which is run by IAR Systems AB (referred to as "IAR"), you agree to be bound by these Terms, as amended from time to time.
Amendments
The Terms may be amended from time to time at IAR's sole discretion, with or without notice to you. The amended Terms will be in effect as soon as they are published on IAR's web site and later versions will replace older ones.
Customer
At the Shop Online, only companies are accepted as customers. No purchases by consumers will be accepted by IAR.
You, as buying customer, will in these Terms be referred to as "Customer".
Products
At the e-shop Software Licenses or Hardware Products, or a combination thereof, (referred to as the "Products") are sold. These Terms apply for the sales of Products at the Shop Online between IAR, as seller, and you as Customer.
Hardware Products, and hardware components in bundle packages of Software Licenses and Hardware Products, are sold under the terms given below and under the heading "Terms for the sales of Hardware Products" below. Software Licenses, and software components in bundle packages of Software Licenses and Hardware Products, are sold and licensed under the terms of the IAR Systems Software License Agreement (referred to as the "SLA"). By purchasing a Software License and by using the relevant software, the Customer agree to the terms set out in the SLA embedded in the software.
Purchased software products are not available for download at the e-shop, but will be delivered on a CD or DVD.
IAR reserves the right to back order Products which run out of IAR's stock and Products which run out of IAR's suppliers stock, or which otherwise will not be promoted or sold by IAR.
Prices
All prices found on the e-shop are exclusive of, and Customer is responsible for, all fees and taxes, including freight charges, custom duties, importation fees, sales, use, withholding, gross revenue and like taxes, dues and charges assessed or incurred in connection with the provision of goods and services under these Terms.
IAR reserves the right to change the prices found on the e-shop at IAR's sole discretion.
Payment Terms
All purchases shall be paid by the Customer upon order by credit card or similar direct payment method available from time to time at the e-shop.
IAR reserves the right to withhold delivery and cancel orders until payment has been received by IAR.
Force Majeure
Either party shall be excused from fulfillment of any obligation under this Agreement, except obligations to make payments, only to the extent that and for so long as such performance is prevented or delayed by any cause beyond such party's reasonable control, such as, but not limited to, industrial dispute; riots; floods; war; warlike hostilities; fires; embargo; shortage of labor, power, fuel, means of transportation or common lack of other necessities. A party wishing to claim relief under this Article shall immediately notify the other party in writing of the circumstance preventing or delaying fulfillment and again on the cessation of such circumstance.
Delivery Terms
If a Product is back ordered by IAR, IAR reserves the right to deliver the ordered Product to the Customer as soon as the Product is available in IAR's stock if the Customer has not cancelled its order prior to an initiated delivery. If a Product is back ordered by IAR, the Customer may cancel its order without cost to Customer if such cancellation is made prior to an initiated delivery.
The Products purchased by Customer are delivered by IAR, or by a freight forwarder on IAR's behalf, and is always delivered to the address stated by the Customer at the time of registration at the Shop Online, or at the time of purchase, if different. Deliveries are made DDU "Customer's address" INCOTERMS 2000. For the avoidance of doubt, IAR will charge Customer for the cost of the freight of the purchased Products to Customer's address.
Export Control
The Products are subject to export or import regulations in various countries, including the regulations of the United States Export Administration Act. Licensee hereby agrees that Licensee will not knowingly (i) export or reexport, directly or indirectly, any product or technical data or any controlled products restricted by applicable national regulations, including software, received from IAR under this agreement, (ii) disclose such technical data for use in, or (iii) export or reexport, directly or indirectly, any direct product of such technical data or of such other controlled products, including software, to any destination to which such export or reexport is restricted or prohibited by U.S. or applicable non- U.S. law, without obtaining prior written consent of IAR.
Precedent Terms
These Terms, and any other terms relating to the purchase or Products referenced herein, contains the entire understanding between the parties on the purchase of Products at IAR's e-shop, and annuls and replaces any other agreements or understandings, whether written or oral, which may exist or have existed between the parties on the subject matter hereof.
In order to use the Software License, Customer have to accept the terms in the SLA separately and the SLA contains the entire understanding between the parties relating to the use of such relevant software.
Jurisdiction and Dispute Resolution
These terms, and any purchases by Customer under these Terms, shall be governed by and construed in accordance with the substantive laws of Sweden. Any dispute concerning these terms of purchases hereunder, or the interpretation or validity thereof, or any other dispute based thereon, shall be submitted to the District Court of Uppsala, Sweden.
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TERMS FOR THE SALES OF HARDWARE PRODUCTS
Ownership
Unless otherwise explicitly stated in the documentation for the Hardware Product, IAR holds the copyrights, trade secrets and any other intellectual property rights which subsist in the Hardware Product.
Upon purchase of a Product, the Customer receives a limited right to use the Products for its purpose. The Customer is not granted nor receives any other right in or to the Products or any intellectual property rights which subsist in the Product.
No title or other rights in the Licensed Product (other than rights expressly granted herein) shall pass to the Customer.
Limited IP Warranty
Upon the terms below, IAR hereby warrants that to the best of its knowledge the Products does not infringe upon any right held by a third party.
The Customer shall without delay and in writing notify IAR of claims presented by third parties concerning infringements of copyright or other intellectual property right on account of the Customer's use of the Products.
IAR shall in the way set out below, as sole remedy for alleged infringements, act on a third party claim that the Products infringes the intellectual property rights of such party, provided that IAR is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim.
IAR may at its option obtain the right for Customer to continue to use the Products, replace or modify the infringing Product so it becomes non infringing, provided, however, that the replacement or modification will not materially or adversely affect the performance of the Product or significantly lessen the utility of the Product to the Customer, or if such replacement or modification is not reasonably available, provide for a reasonable refund of the purchase price paid by Customer to IAR for the Products subject to the Customer returning the infringing Products to IAR.
Limited Warranty
IAR represents and warrants as its sole warranty (except the IP warranty above) that their Hardware Products shall operate substantially in accordance with the published (if any) functional specifications current at the time of purchase for a period of three (3) months from delivery to Customer. If, during the warranty period, a reproducible deviation from specifications as a result of defect in materials or workmanship appears in the product, IAR will use its reasonable efforts to correct the deviation within a reasonable time after written notification from Customer is received by IAR. The sole and entire liability of IAR shall be, at the option of IAR, at its sole discretion, either to return to Customer the price actually paid, or replace the Hardware Product if the deviation has not been corrected within three (3) months after a notification by Customer has been received by IAR.
Any kind of software, including but not limited to; operating systems, software drivers interfacing the Hardware Product, software added to the Hardware Products to support installation, registration etc., and any third-party software, or the reloading of the Hardware Product's firmware are excluded from this limited warranty.
Excluded from this limited warranty are also problems that result from:
• External causes such as accident, abuse, misuse, or problems with electrical power.
• Servicing not authorized by IAR.
• Usage that is not in accordance with instructions as provided by IAR.
• Failure to follow the product instructions or failure to perform preventive maintenance
• Problems caused by using accessories, parts, or components not supplied by IAR.
• Products with missing or altered serial numbers
• Products for which IAR has not received payment
In order to exercise this limited warranty, the Customer shall return the purchased Product to IAR and pay all costs associated therewith, such as freight, customs and VAT fees , and also include a note with a description of the alleged breach of warranty. If a breach of the limited warranty is established to have occurred, IAR will reimburse Customer for its evidenced out of pocket expenses to exercise this limited warranty in addition to the remedies stated above.
After expiration of the limited warranty period, IAR may offer a repair service to Customer in which IAR will charge reasonable fee for labour and materials plus shipping, customs, VAT and other administrative charges.
Limitation of Liability
ALL EXPRESS AND IMPLIED WARRANTIES FOR THE HARDWARE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN TIME TO THE TERM OF THE LIMITED WARRANTY PERIOD DESCRIBED HEREIN. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE LIMITED WARRANTY PERIOD HAS EXPIRED.
WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIMITED WARRANTY OR FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST DATA OR LOST SOFTWARE. OUR LIABILITY WILL UNDER NO CICRUMSTANCES BE NO MORE THAN THE AMOUNT YOU PAID FOR THE HARDWARE PRODUCT THAT IS THE SUBJECT OF A CLAIM.
