This is a legal agreement between you (either as an individual or as an authorized representative of your company or employer) and Saule S.A. with its seats in Warsaw, Poland. (“Saule”). By ordering a product sample (“Sample”) from this site or subsequently using a Sample, you agree to all of the terms of this Agreement.
Support
Saule is NOT obligated to provide any support. If you wish, you may contact Saule and report problems and provide suggestions regarding the Sample. Saule has no obligation whatsoever to respond in any way to such a problem report or suggestion. Saule may make changes to the Samples at any time, without any obligation to notify or provide updated versions of the Sample to you. Saule reserves the right to change of sample parameters.
No Warranty
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAULE EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SAMPLE. THE SAMPLE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SAMPLE. NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY SAULE THAT THE SAMPLE OR ANY SYSTEM DEVELOPED WITH OR INCORPORATING THE SAMPLE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Indemnity
You agree to fully defend and indemnify SAULE from any and all claims, liabilities, and costs (including reasonable attorney’s fees) related to (1) your use of the Sample or (2) your violation of the terms and conditions of this Agreement.
Unauthorized use for commercial purposes
Saule hereby grants you a personal, non-exclusive, non-assignable and non-transferable license to use Samples for a noncommercial way. SAMPLES ARE NOT INTENDED OR AUTHORIZED FOR USE FOR COMMERCIAL PURPOSES, AND YOU AGREE IT WILL NOT BE USED FOR SUCH PURPOSE. Â Saule’s Samples are not designed, authorized or warranted to be suitable for use in medical, military, aircraft, space or life support equipment, nor in applications where failure or malfunction of an Saule product can reasonably be expected to result in personal injury, death or severe property or environmental damage nor for any other use athat is not explicitly agreed between the parties.
MODIFICATION OR USE OF THE SAMPLES IN ANY OTHER CONTEXT OR FOR ANY OTHER PURPOSE VIOLATES SAULE’S INTELLECTUAL PROPERTY RIGHTS.
YOU SHALL NOT, DIRECTLY OR INDIRECTLY, REVERSE ENGINEER OR AID OR ASSIST IN THE REVERSE ENGINEERING OF ALL OR ANY PART OF SAMPLES. REVERSE ENGINEERING INCLUDES, WITHOUT LIMITATION, DECOMPILING, DISASSEMBLY, SNIFFING, PEELING SEMICONDUCTOR COMPONENTS, OPENING AND DESTROYING THE SAMPLE.
YOU SHALL NOT, DIRECTLY OR INDIRECTLY, MODIFY THE FEATURES OR FUNCTIONALITY OF, COPY OR CREATE DERIVATIVE WORKS USING ALL OR ANY PORTION OF SAMPLES.
Reservation of Rights
By ordering the Sample, you irrevocably acknowledges that, subject to the licenses granted herein, you have no ownership interest in the Samples. Saule shall own all right, title, and interest in Samples, its materials, subject to any limitations associated with intellectual property rights of third parties. Saule reserves all rights not specifically granted herein.
Verification
Saule reserves the right to verify the personal data of yours. For this purpose, Saule may request to submit identity documents and document granting a power of attorney (in the case of legal persons and entities other than natural and legal persons. Refusal to submit the above-mentioned documents for inspection or use of false personal data or other information entitles Saule to refuse the Sample order.
Saule may ask you for a description of your (your company) business or the purpose of ordering samples, before the order (sending the sample). Saule reserves the right to refuse a Sample order without giving any reason.
Resale Prohibited
You must not resell Samples, through brokers, exporters, or otherwise. If you breach the terms of this section, in addition to Saule’s cancellation rights, you agree to fully indemnify Saule, its officers, employees and distributors, from any and all liability related to such resale, including attorneys’ fees and costs.
Limitation of Liability
IN NO EVENT WILL SAULE BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
Saule and its officers, directors, shareholders, agents, parent and subsidiary organizations, affiliates, representatives and employees are not liable for any claims or damages arising out of the use of any Sample.
Compliance with Laws
You must use the Sample in accordance with all applicable laws, regulations and statutes. You agree that neither you nor your licensees (if any) intend to or will, directly or indirectly, export or transmit the Sample to any country in violation of export restrictions.
Choice of Law; Venue; Limitations
You agree that the statutes and laws of the Republic of Poland without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Sample, and you agree that any litigation will be subject to the exclusive jurisdiction of the state courts in Warsaw, Poland.
Sample Labeling
You are not authorized to use any Saule’s trademarks, brand names, or logos.
Disposal
If disposal is necessary due to sample wear or tear or its damage, do not discard the sample. Send them back to Saule.
Entire Agreement
This Agreement constitutes the entire agreement between you and Saule regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any. This Agreement may only be amended in written form, executed by you and Saule.
SAULE RESERVES THE RIGHT TO CHANGE THE CONTENT OF THIS DOCUMENT, INCLUDING THE CHANGE OF A PRICE FOR SAMPLES.
Severability
If any provision of this Agreement is held for any reason to be invalid or unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive you or Saule of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision.
Disclaimer of Warranty
THE PERFORMANCE AND SPECIFICS OF THE SAMPLE WILL BE PROVIDED TO YOU, BUT WITHOUT ANY WARRANTY.
SAULE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE CONTENT OF THE SITE OR ANY OTHER WEB SITES LINKED TO OR FROM THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THIS SITE. THE CONTENT OF THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, SAULE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAULE WILL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY, OR TO CREATE ANY WARRANTY.
No Waiver
The waiver by Saule of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
Confidentiality
“Confidential Information” includes all information marked pursuant to this section and disclosed by Saule, before or after the ordering the Sample, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by Saule that contains, reflects, or is derived from such information. Notwithstanding the foregoing, the following is deemed Saule’s Confidential Information with or without such marking or written confirmation: (i) the Sample and other related materials furnished by Sample; (ii) the oral and visual information relating to the Sample.
Without granting any right or license, the above obligation shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission ; (ii) is independently developed by you without use of the disclosing Saule’s Confidential Information; (iii) is rightfully obtained from you without any obligation of confidentiality; or (iv) is already known by you without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, you shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the Saule so that the Saule may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts. Nothing in this document shall be construed to convey any title or ownership rights to the Samples or other Confidential Information to you or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Saule Confidential Information.
You shall not, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information. You shall take every reasonable precaution, but no less than those precautions used to protect your own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information. You agree at all times to keep strictly confidential all Confidential Information.
Personal Data
Personal data provided during the Sample order will be processed for the purpose of processing the Sample order, as well as for the purposes of archiving and accountability required by the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council [1] on the protection of personal data, hereinafter referred to as the GDPR.
The administrator processes the indicated personal data on the basis of a legitimate interest, which is:
– performance of this Terms,
– implementation of tax obligations,
– documents archiving.
Personal data is processed on the basis of your consent, in accordance with art. 6 letter. a. GDPR. You have the right to:
– access to your data and receive a copy thereof;
– correct your data if it is incorrect or outdated, as well as the right to delete it, in the event that the data are not processed in order to fulfill the obligation arising from a legal provision or in the exercise of public authority;
– limiting or objecting to data processing;
– lodging a complaint to the President of Personal Data Protection Authority.
Providing personal data is voluntary, but necessary to enable Saule to place an order. Saule does not process the personal data in a manner based solely on automated processing, including profiling.
