TERMS & CONDITIONS OF BUSINESS
Halo Security Ltd (Targify) and its subsidiaries or brands provides; professional advice, products and services based upon the following terms and conditions. Engagement with our firm constitutes acceptance of these terms and conditions. Please read them carefully.
The following Conditions of Sale are subject to change. All transactions for all products and services sold or provided by by Halo Security Ltd (“Halo Security Ltd”) including all Halo Security Ltd divisions, branded and resold products, are subject to the latest published Conditions of Sale of Halo Security Ltd and to any Special Conditions of Sale which may be contained in applicable Halo Security Ltd quotations, acknowledgments and invoices.
1. GOVERNING PROVISIONS AND ACCEPTANCE:
All quotations are subject to these conditions of sale. Acceptance of an order by Halo Security Ltd shall be expressly conditioned on Purchaser’s assent to these conditions. Purchaser’s direction to proceed with engineering, manufacture or shipment by Halo Security Ltd shall be deemed evidence of this assent. No modified or other conditions will be applicable unless those conditions are so stated in Halo Security Ltd’s proposal or are specifically agreed to in writing and signed by an authorised official of Halo Security Ltd. Failure to object to provisions contained in any Purchase Order or other communication from the Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these Conditions nor an acceptance of any other provisions. These terms are a complete statement of the parties’ agreement and may only be modified in writing signed by both parties. These terms may not be modified by course of dealing, course of performance or usage of trade. These terms supersede all previous written or oral quotations, statements or agreements. Any contract for sale by and between the parties shall be governed by and construed according to the laws of Ireland without regard to its rules on the conflict of laws. The Convention on the International Sale of Goods is expressly excluded.
Quotations shall be valid for no more than thirty (30) days from their date, unless otherwise stated in the quotation. All quotations are subject to change by Halo Security Ltd at any time upon notice to Purchaser. It is Purchaser’s obligation to review the quotation carefully and to immediately advise Halo Security Ltd of any differing interpretation the Purchaser has so any necessary change can be made.
3. PRICE POLICY: All prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at time of order entry. Prices for orders placed for future shipment without an agreed price and ship date will be billed at the pricing in effect as of the shipment date. All clerical errors are subject to correction.
4. SUBSTITUTION: Halo Security Ltd may furnish suitable substitutes for material unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the equipment. Halo Security Ltd assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.
5. TAXES: Any manufacturer’s tax, retailer’s tax, occupation tax, use tax, VAT, excise tax, duty, customs, inspecting or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority or measured by any transaction between Halo Security Ltd and Purchaser, shall be paid by the Purchaser in addition to the prices quoted or invoiced. In the event Halo Security Ltd will be required to pay any such tax, fee, or charge, Purchaser shall reimburse Halo Security Ltd or, in lieu of such payment, Purchaser shall supply Halo Security Ltd at the time the order is submitted with an exemption certificate or other document acceptable to the tax authority. Purchase Orders must state the existence and amount of any such tax, fee or charge for which Purchaser claims an exemption.
6. TERMS OF PAYMENT: As a general rule, Halo Security Ltd does not provide credit. However, where a credit account is granted, acceptance of all Purchase Orders is subject to Purchaser meeting Halo Security Ltd credit standards. Terms are subject to change for failure to meet such standards. Terms are net thirty (30) days from date of invoice, unless otherwise stated in Halo Security Ltd’s quotation. For an authorised distributor or authorized reseller order, applicable terms of payment are stated in the quotation or applicable discount schedule. Halo Security Ltd reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if, in its sole judgment, as a result of changes in the financial condition of the Purchaser the terms of payment originally specified are no longer justified.
7. PAYMENTS: If delivery is delayed or deferred by the Purchaser beyond the scheduled date, payment shall be due in full when Halo Security Ltd is prepared to ship. The equipment may be stored at the risk and expense of the Purchaser. If the Purchaser defaults when any payment is due, then the whole contract price shall become due and payable upon demand, or Halo Security Ltd at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract for sale. If Purchaser becomes insolvent, or bankrupt or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily under the bankruptcy or any insolvency law, Halo Security Ltd may cancel any order outstanding at any time and recover its applicable cancellation charges from the Purchaser or the Purchaser’s estate.
8. FORCE MAJEURE: Halo Security Ltd shall not be liable for any damages as a result of any delays due to any causes beyond Halo Security Ltd’s control, including, without limitation, an act of God; act of Purchaser or Halo Security Ltd supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; flood; fuel or energy shortage; sabotage; war; riot; delay in transportation and inability to obtain necessary labour, materials or manufacturing facilities from usual sources. In the event of any such delay, the date of delivery shall be extended for a period of time reasonably necessary to overcome the effect of such delay.
9. STANDARD WARRANTY: Halo Security Ltd warrants equipment manufactured or supplied by it and sold through authorised sales channels to be free from defects in materials and workmanship for twelve (12) months from date of invoice by Halo Security Ltd or its authorised sales channel. If within such period any such equipment shall be proved to Halo Security Ltd’s satisfaction to be non-conforming, such equipment shall be repaired or replaced at Halo Security Ltd’s option. This warranty shall not apply (a) to equipment that has been repaired or altered by other than Halo Security Ltd so as, in its judgment, to affect the same adversely, or (b) to equipment that has been subjected to negligence, accident, or damage by circumstances beyond Halo Security Ltd’s control, or improper operation, maintenance or storage, or to other than normal use or service. With respect to equipment not manufactured by Halo Security Ltd, the warranty obligations of Halo Security Ltd shall in all respects conform and be limited to the warranty actually extended to Halo Security Ltd by its supplier. Non-conforming products must be returned at Halo Security Ltd’s expense for evaluation unless this is waived in writing. Replacement products may be new or reconditioned. The foregoing warranties do not cover reimbursement for labour, transportation, removal, installation, temporary power, or any other expenses that may be incurred in connection with repair or replacement.
10. OPTIONAL WARRANTIES: Extended warranties are available upon request and are subject to charge.
11. RETURN OF EQUIPMENT: NO EQUIPMENT MAY BE RETURNED WITHOUT FIRST OBTAINING HALO SECURITY LTD’S WRITTEN PERMISSION AND A RETURNED MATERIAL IDENTIFICATION TAG. Returned equipment must be of current manufacture, in the original packaging, unused, undamaged and in saleable condition. Returned equipment must be securely packed to reach Halo Security Ltd without damage and labelled with the return authorisation number. Any cost incurred by Halo Security Ltd to put equipment in first class condition will be charged to the Purchaser. Returns must originate from the original purchaser account number. Returns will be credited at the original price paid as indicated on the invoice or purchase order associated to the equipment being returned as provided by the Purchaser. If no invoice number or purchase order number is provided, then credit will be issued based on the into stock price in effect 12 months prior to date of return authorisation and will also have an additional 30% processing fee applied. Halo Security Ltd stocked equipment (which is defined as equipment stocked within Halo Security Ltd’s Distribution Center) and non-stocked equipment, which are listed in the current product list as returnable and which are accepted for credit, not involving a Halo Security Ltd error, shall be assessed a restocking fee of 30% of the invoice price. NOTE: Special Order and Custom equipment is not returnable. Each line item returned must have an extended line item value of €25.00 or greater. Halo Security Ltd shall bear the cost of returns resulting from Halo Security Ltd error, and method and route of return will be at the discretion of Halo Security Ltd. Costs incurred by failure to follow Halo Security Ltd direction will be borne by the Purchaser.
12. SOFTWARE: Any software or computer information, in whatever form that is provided with equipment manufactured by Halo Security Ltd, is licensed to Purchaser solely pursuant to standard licenses of Halo Security Ltd or its supplier of such software or computer information which licenses are hereby incorporated by reference. Halo Security Ltd does not warrant that such software or computer information will operate error free or without interruption, and warrants only that during the warranty period applicable to the equipment that the software will perform its essential functions. If such software or computer information fails to conform to such warranty, Halo Security Ltd will, at its option, provide an update to correct the non-conformance or replace the software or computer information with the latest available version containing a correction. Halo Security Ltd shall have no other obligation to provide updates or revisions
13. LIMITATIONS: These disclaimers and limitations of remedies apply to all warranties offered to Purchaser and to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES (EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except as may be expressly provided in an authorised writing by Halo Security Ltd, Halo Security Ltd shall not be subject to any other obligations or liabilities whatsoever, other than as stated above with respect to equipment sold or services rendered by Halo Security Ltd. Notwithstanding anything to the contrary herein contained HALO SECURITY LTD COMPANY, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR LOST TIME, LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. The remedies of the Purchaser are exclusive and the total cumulative liability of Halo Security Ltd, its contractors and suppliers of any tier, with respect to this contract or anything done in connection therewith, such as the use of any product covered by or furnished under the contract, whether in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product, part, or service on which such liability is based.
14. INTELLECTUAL PROPERTY: In no event shall Halo Security Ltd be liable if any infringement charge is based on the use of Halo Security Ltd equipment for a purpose other than that for which it was sold by Halo Security Ltd. As to any equipment furnished by Halo Security Ltd to Purchaser and supplied in accordance with designs proposed by Purchaser, the Purchaser shall indemnify Halo Security Ltd against any award made against Halo Security Ltd for patent, trademark, or copyright infringements.
15. ERRORS: Halo Security Ltd reserves the right to correct errors or omissions in quotations, acknowledgments, invoices, or other documents.
16. TERMINATION: Any order may be terminated by the Purchaser only upon notice to Halo Security Ltd and upon payment of reasonable and proper termination charges based on the price of the terminated order and reimbursement of all direct costs and expenses associated with the order caused by such termination and shall include a reasonable profit. Special or custom ordered equipment is not cancelable after final order.
18. Electronic Communications
When you visit www.halosecurity.ie or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our websites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content provided to you by our staff verbally, in writing, included on this site, whether as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Halo Security Ltd. or its content suppliers and protected by international copyright laws. The compilation of all content is the exclusive property of Halo Security Ltd., with copyright authorship for this collection by Halo Security Ltd., and protected by international copyright laws.
Halo Security Ltd. trademarks and trade dress may not be used in connection with any product or service that is not connected to Halo Security Ltd., in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Halo Security Ltd. All other trademarks not owned by Halo Security Ltd. or its subsidiaries that appear on company media are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Halo Security Ltd. or its subsidiaries.
21. License and Website Access
Halo Security Ltd. grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Halo Security Ltd.. This license does not include any resale or commercial use of this site or its contents: any collection and use of any product listings, descriptions, or prices: any derivative use of this site or its contents: any downloading or copying of account information for the benefit of another merchant: or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Halo Security Ltd. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Halo Security Ltd. and our associates without express written consent. You may not use any meta tags or any other “hidden text” utilising Halo Security Ltd. name or trademarks without the express written consent of Halo Security Ltd. Any unauthorised use terminates the permission or license granted by Halo Security Ltd. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Halo Security Ltd so long as the link does not portray Halo Security Ltd, its associates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Halo Security Ltd logo or other proprietary graphic or trademark as part of the link without express written permission.
22. Use of Products & Services
If you engage with our firm, you are responsible for maintaining the confidentiality of any passwords and/or restriction of access to your computer to safeguard any data or content gathered or created by our systems, and you agree to accept responsibility for all activities that occur under such account, domain or local equipement. If you are under 18, you may use our website & services only with involvement of a parent or guardian. Halo Security Ltd. and its associates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. Goods remain the exclusive property, and Services are provided at the sole discretion, of Halo Security Ltd, until paid for in full. Halo Security Ltd’s stocked equipment (which is defined as equipment stored at our offices) and non-stocked equipment which are, at Halo Security’s sole discretion, accepted for credit, not involving Halo Security’s error, shall be assessed a restocking fee of 30% of invoice price.
23. Product Descriptions
Halo Security Ltd. and its associates attempt to be as accurate as possible. However, Halo Security Ltd. does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by Halo Security Ltd. itself is not as described, your sole remedy is to return it in unused condition.
24. Applicable Law
By visiting Halo Security Ltd, you agree that the laws of Ireland without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Halo Security Ltd. or its associates.
Any dispute relating in any way to your visit to Halo Security Ltd or to products you purchase through Halo Security Ltd shall be submitted to confidential arbitration in Ireland, except that, to the extent you have in any manner violated or threatened to violate Halo Security Ltd. intellectual property rights, Halo Security Ltd. may seek injunctive or other appropriate relief in any court in the Ireland, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the Irish Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.